SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): OCTOBER 21, 1999
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Anything Internet Corporation
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(Exact name of registrant as specified in its charter)
COLORADO 000-29994 84-1425882
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(State of incorporation or (Commission (I.R.S. Employer
organization) File Number) Identification Number)
3020 North El Paso, Ste. 103, Colorado Springs, CO 80907
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 227-1903
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ITEM 5. OTHER EVENTS.
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On October 21, 1999, the Registrant publicly disseminated a press release
announcing a Share Exchange Offer allowing holders of common stock to exchange
their shares into shares of $15 Preferred Class A stock at a ratio of two shares
of common stock for each share of preferred stock. The Offer ends on November
30, 1999.
The information contained in the press release is incorporated herein by
reference and filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibit.
99.1 The Registrant's Press Release dated October 21, 1999.
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.
ANYTHING INTERNET CORPORATION
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(Registrant)
Date: October 21, 1999 /s/ Robert C. Schick
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Robert C. Schick
Interim co-President,
Interim co-Chief Executive Officer and
Chief Technology Officer
/s/ Lawrence A. Stanley
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Lawrence A. Stanley
Interim co-President and
Interim co-Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Page Number
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99.1 The Registrant's Press Release 3
dated October 21, 1999
[Exhibit 99.1 - Press Release]
ANYTHING INTERNET ANNOUNCES SHARE EXCHANGE OFFER
Colorado Springs, Colorado - October 21, 1999 -- Anything Internet Corporation
(OTC Bulletin Board - ANYI) announces that its Board of Directors has approved
a Share Exchange Offer for its stockholders enabling them to exchange their
shares of common stock into $15 Convertible Preferred Class A stock. Under the
terms of the Offer, for every two shares of common stock tendered stockholders
will receive one share of $15 Convertible Preferred Class A stock. Common stock
tendered in this Offer will be retired by the Board. The Offer expires on
November 30, 1999. The Company anticipates retiring between 1,200,000 and
1,600,000 shares of common stock as a result of the Offer. There are currently
3,080,400 shares issued and outstanding.
The $15 Convertible Preferred Class A stock will bear a 12% annual coupon rate,
payable in shares of preferred stock. After holding the shares of preferred
stock for a minimum of one-year, the holder may opt to covert it at any time
into registered shares of common stock at a ratio of three shares of common
stock for each share of preferred stock converted; the Company may also call for
the conversion of the preferred stock at any time with a maximum of 60 days
notice. Each share of preferred stock carries two votes in any voting matter.
The preferred stock will be issued in accordance with Rule 144, and as such will
carry certain restrictions and will not be listed on any exchange.
Some of Anything Internet's larger shareholders, including Banyan Corporation
(owner of 26% of the outstanding shares as per SEC filings), have endorsed the
Offer and indicated strong interest in participating; Banyan anticipates
exchanging between 500,000 to 700,000 shares of its 800,000 share holdings.
Company insiders and founders have also made pledges to participate in the
Offer. The Board encourages all long-term orientated stockholders to
participate.
Notices of the Offer will be sent to all registered stockholders. For
additional information, contact either investor relations or the Company's
transfer agent, Transfer Online, at www.transferonline.com.
Robert Schick, co-founder, Chief Technology Officer and interim co-President and
co-CEO, stated, "Today's Exchange Offer was predicated by the recent changes in
management. We believe in the Company and its future, and long-term we feel
this is a sound strategy for the Company and its stockholders. Myself, my
family and the other insiders at Anything Internet, including previous
management, have pledged to exchange our holdings as per the terms of the
Exchange Offer. I strongly encourage all other like minded shareholders to do
the same. No insiders have sold a single share of stock to date nor have any
indicated intentions to do so. We all believe our stock is highly undervalued
at current levels and look forward to rebuilding stockholder value."
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Anything Internet Corporation, headquartered in Colorado Springs, Colorado with
a business-to-business sales and support office in Tampa, Florida, is a publicly
held Internet e-commerce holding company. Through its wholly-owned
subsidiaries, Anything Internet operates Internet storefronts AnythingPC.com,
AnythingMAC.com, AnythingUNIX.com, anyCOFFEE.com, and AnythingBOOKS.com where it
sells over 201,000 different computer hardware, software and peripheral
products, more than 200 different specialty coffees and one of the largest
selections of books, magazines and music available. Anything Internet's
e-commerce enabling technologies provide its customers with exceptional product
choices, superior pricing and delivery options, and easy-to-use search and
purchase capabilities.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made or to be made by Anything Internet Corporation) contains
statements that are forward-looking, such as statements relating to the future
anticipated direction of the high technology industry, plans for future
expansion, various business development activities, planed capital expenditures,
future funding sources, anticipated sales growth and potential contracts. Such
forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future and, accordingly,
such results may differ from those expressed in any forward-looking statements
made by or on behalf of Anything Internet Corporation. These risks and
uncertainties include, but are not limited to, those relating to development and
expansion activities, dependence on existing management, financing activities,
domestic and global economic conditions, changes in federal or state tax laws,
and market competition factors. For a description of additional risks and
uncertainties, please refer to Anything Internet's filings with the Securities
and Exchange Commission.
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