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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
JANUARY 28, 2000
Date of Report (Date of earliest event reported)
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FREEREALTIME.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27493 33-0881720
(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
3333 MICHELSON DRIVE, SUITE 430 92612
IRVINE, CALIFORNIA (Zip Code)
(Address of principal executive offices)
(949) 833-2959
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On January 28, 2000, Freerealtime.com (the "Company") expanded its
Board of Directors to seven members through the election of six new board
members and the resignation of two previous Board members. On January 31, 2000
the Company issued a press release regarding the new Board. The press release is
attached as Exhibit 99.1 hereto.
ITEM 7. EXHIBITS.
See the Exhibit index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
FREEREALTIME.COM, INC.
(Registrant)
By: /s/ Brad G. Gunn
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Name: Brad G. Gunn
Title: President and Co-Chief Executive Officer
Date: February 7, 2000
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EXHIBIT INDEX
The following exhibit is filed with the Current Report on Form 8-K.
EXHIBIT NO. DESCRIPTION
99.1 Press Release regarding election of new Board of Directors
dated January 31, 2000.
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EXHIBIT 99.1
FREEREALTIME.COM ELECTS SIX NEW BOARD MEMBERS AND KEY EXECUTIVES; BOARD OF
DIRECTORS EXPANDED TO SEVEN, INCLUDING FOUR NEW INDEPENDENT DIRECTORS
IRVINE, Calif., Jan. 31, 2000 (BUSINESS WIRE) --
-- Consulting Co-CEO and Consulting CFO Become Full-time Corporate
Officers --
Freerealtime.com, Inc., (OTCBB: FRTI), a digital financial media company, and a
leading provider of on-line, real-time stock market quotes and on-line financial
services, announced today that it has expanded its Board of Directors to seven
members through the election of six new board members, four of whom are outside
directors.
The newly appointed independent directors include Ari Engelberg, Stephen
Livingston, David Gale and Ronald (Clancy) Woods. Geoffrey Moore, the newly
elected Chairman and Co-Chief Executive Officer, and Scott L. Brown, Vice
President of Corporate Development, will join Brad Gunn, the Founder and Co-CEO,
as management representatives on the Freerealtime.com Board. The new Board
configuration replaces Stuart Robson (one of the founders of the Company) and
John Gunn, who had served as directors during the start-up phase of operations.
"We are privileged to add these outstanding executives to our Board and
management team," commented Freerealtime.com's Founder, President and Co-CEO
Brad G. Gunn. "Their depth of business experience in the media, financial
services and technology industries will greatly benefit Freerealtime.com and its
shareholders. I am also pleased to have Geoff Moore and Mike Neufeld, former
Consulting Co-CEO and Consulting CFO to Freerealtime.com, respectively, share
their enthusiasm for the Company by joining me as executive officers. Geoff will
serve as my Co-CEO and our new Chairman, and Mike will serve as our new
Executive Vice President and CFO. Their commitment serves as a milestone marking
the completion of our efforts to assemble the strategic leaders necessary to
fully execute on our business opportunities."
Moore commented, "Brad and I are very excited to expand our working partnership
with the addition of these new independent directors. We have carefully
constructed this Board with people who are both experienced leaders in our key
business areas, as well as proven 'value creators.' Our business gets great
advisors in critical areas -- technology development, Internet operations and
strategy, media and advertising sales, and institutional financial services,
while our shareholders also get strong fiduciaries with an independent 'voice'
on our Board."
Ari R. Engelberg
Engelberg, a co-founder of Stamps.com, Inc., a public company based in Santa
Monica, CA, has held several top-level management positions with Stamps.com in
the areas of business development, product marketing and management, and Web
operations. Engelberg played a role in Stamp.com's partnerships with America
Online, Avery Dennison, Quicken.com, and others. In Engelberg's position as Vice
President of Web Operations for Stamps.com, he was responsible for the
implementation of the company's online commerce and electronic customer support
functions. Prior to co-founding Stamps.com, Engelberg was the founding editor of
the UCLA Bulletin of Law and Technology. Engelberg graduated from UCLA with a JD
and MBA in June, 1999.
Stephen N. Livingston
Livingston, with over 25 years of high-tech operational and management
experience, is currently a candidate for a Juris Doctor Degree from Whittier Law
School. Prior to attending Whittier Law School, Livingston served for four years
as the Director of Management Information Systems for America Online (AOL) West
Coast. Prior to AOL, Livingston was a founder and Director with Johnson-Grace
Company, which was purchased by AOL in 1996. Prior to joining Johnson-Grace,
Livingston spent 10 years with IBM in various positions, including Systems
Engineering Manager and Senior Marketing Representative, managing computer
professionals responsible for providing consulting services to IBM clients.
Livingston is a Technical Advisor to Sage Hill High School, a new independent
High School in Newport Beach,
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California. Livingston has a BS Degree in Business Management from the
University of Maryland and a MS Degree in System Management from the University
of Southern California.
David Gale
Gale brings to the Freerealtime.com board over 19 years of financial services'
experience. Gale is currently President of San Francisco-based Delta Dividend
Group, Inc., which is a member of the Pacific Exchange. Prior to founding Delta
Dividend Group, Gale held management positions at Morgan Stanley and Lehman
Brothers in New York. Gale is a member of the Board of Directors of Stone
Container Corporation, Preferred Income Fund, and Preferred Income Opportunity
Fund, all of which are listed on the New York Stock Exchange. Gale received his
M.B.A. from Harvard University and has attended the Director's College at
Stanford Law School.
Clancy Woods
Woods, with over 20 years of marketing and top-level management experience
within the broadcasting industry, is currently Executive Vice President and
Market Manager for AMFM, Inc., a public company which owns 450 radio stations
nationwide. Prior to joining AMFM, Woods was the CEO for Lobo Media Group, a
provider of strategic marketing services to emerging media companies, and the
Co-Founder, President, and COO of Radio Marketing Group, a representation
company for national advertisers. Mr. Woods also served as Vice President/Radio
for Nationwide Communications Inc., and as Vice President/General Manager with
Nationwide Communications and Shamrock Broadcasting. He has managed the
successful turnaround of radio stations in Houston, Atlanta and New York City.
Geoffrey Moore
Moore, the newly elected Chairman and Co-Chief Executive Officer, has been
acting as Consulting Co-CEO for Freerealtime.com and has been providing advisory
services to Freerealtime.com pertaining to corporate strategy and development,
corporate finance, and general management. Moore has more than 15 years of
management experience within the financial services industry and currently
serves as President of Arete Investors and Advisors, Inc., a private management
advisory and investment firm. From 1992 to 1998, Moore served as Managing
Director and General Partner in the Shamrock Group, the primary investment
vehicle for the Roy E. Disney Family and Shamrock executives. At Shamrock, Moore
was responsible for investing and managing approximately $350 million of private
equity investments, and held a number of Board and management positions at
portfolio companies, including Shamrock Broadcasting, one of the then largest US
media and radio broadcasting companies. Prior to Shamrock, Moore was a First
Vice President with PaineWebber Investment Banking in both New York and Los
Angeles.
Scott L. Brown
Brown has been Vice President of Corporate Development for Freerealtime.com
since October 1999. Brown has more than 13 years of sales, marketing and senior
management experience, having held positions as Senior Vice President of
Operations and Vice President of Sales and Marketing for Telescan, Inc., a
NASDAQ-listed company, and President of Telebuild, L.C., an Internet company
focused on the construction industry. Prior to joining Freerealtime.com, Brown
served as President, Acquisition Division, of Asset Growth Corporation, an
Internet and financial services company, where he was responsible for exploring,
negotiating and coordinating the acquisition and sale of target companies.
Michael B. Neufeld, CPA
Neufeld, the newly elected Executive Vice President and Chief Financial Officer,
has been providing advisory services to Freerealtime.com pertaining to corporate
finance, accounting, and operations. Neufeld, a Certified Public Accountant, has
over 12 years of experience in accounting and finance. For five years, he held
the positions of Chief Financial Officer and Chief Operating Officer of Rand
Technology, Inc., a semiconductor distributor based in Irvine, CA. Neufeld has
also served as President of Neufeld and Co, Inc., a private management advisory
firm in Irvine, CA, and spent much of his public accounting career
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with Arthur Andersen and Co. Neufeld also spent two years with Bankers Trust
Company managing the tax and regulatory reporting division of their Mortgage
Securitization Group in Irvine, CA.
About Freerealtime.com
Freerealtime.com, Inc. is a digital financial media company providing an array
of stock market data, business information, and sophisticated research,
analysis, and management tools for institutional investors, brokers, independent
investors and respected resellers. CNBC's Power Lunch selected Freerealtime.com
as its `Cool Web Site of the Day' on April 27, 1999. Freerealtime.com was also
featured in Online Investor's May/June 1999 issue, as a "Blue Chip Pick" for
market data. Freerealtime.com currently has in excess of 900,000 members and is
currently experiencing growth in excess of 3,000 members per market day. Visit
our Freerealtime.com web site at www.freerealtime.com.
Certain matters discussed in this news release relating to the Company's members
and subscriber growth reflect current information and involve certain risks and
uncertainties, including, without limitation, changes in product demand, changes
in competition and other economic conditions. These statements may or may not be
indicative of future demand. Freerealtime.com undertakes no obligation to
release publicly the result of any revisions to these statements that may be
made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
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