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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
Date of Report: October 31, 2000
Medium4.com, Inc.
(Exact Name of Registrant as specified in Charter)
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Delaware 001-15863 13-4037641
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification Number)
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120 Fifth Avenue, Seventh Floor, New York, New York 10011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 993-9400
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Item 5. Other Events
As previously reported, we had entered into a master affiliate
agreement with Windfire International Corporation, Ltd., a British Virgin
Islands corporation, pursuant to which we granted Windfire the exclusive right
for an initial term of five years to grant licenses solely to persons and
entities acceptable to us for the establishment and operation within the nations
of Brunei, Indonesia, Kenya, Malaysia, the Philippines, Singapore, South Africa,
Tanzania, Thailand and Uganda of Internet sites that will comprise discrete
channels upon one or more of our network of streaming media web sites.
The master affiliate agreement required Windfire to pay us a one-time
master license fee of $1.5 million on or before June 30, 2000, of which $500,000
has been received to date. Windfire also agreed to pay us commissions over the
term of the master affiliation agreement calculated upon specified percentages
of annual gross revenues received by Windfire from its licensees.
On or about September 15, 2000, Windfire, which we believe is owned or
otherwise affiliated with Mr. G. Selva Raj, initiated a demand for arbitration
before the American Arbitration Association, New York Region, wherein Windfire
seeks an award declaring that the master affiliate agreement between ourselves
and Windfire is unenforceable and void. Windfire asserts, among other matters,
that we fraudulently induced it to enter into such agreement by misrepresenting
the state of development of wireless telecommunication capabilities on the
African continent. Windfire also asserts that the agreement is void or voidable
because of alleged omissions of what it categorizes as essential components of
the agreement, thereby demonstrating the absence of a meeting of the minds
between ourselves and Windfire. Windfire also seeks $500,000 and unquantified
compensatory and punitive damages.
We have denied the material allegations asserted by Windfire in its
demand for arbitration and we have asserted a counterclaim for payment of the
$1.0 million outstanding balance of the master license fee owed to us by
Windfire.
On or about September 19, 2000, Cavendish Asset Management Ltd., a
British Virgin Islands corporation, which we believe is also owned or otherwise
affiliated with Mr. Raj , initiated an action against us, Jonathan Braun, our
chief executive officer, Marc D. Leve, our vice president-legal affairs, and
others in the Supreme Court of the State of New York, County of New York.
Cavendish's complaint alleges that it had entered into a term sheet with
Antafin, B.V., a Netherlands corporation, calling for its acquisition of a
certain political and travel publication known as Executive Class. The complaint
asserts that Antafin was owned and controlled by us. Cavendish further alleges
that we and Messrs. Braun and Leve, as well as certain of our former officers,
fraudulently induced Cavendish to pay $1.0 million to Antafin as a downpayment,
and that if Cavendish and Antafin were unable to negotiate a definitive
acquisition agreement, Cavendish would be entitled to its return. Cavendish
asserts that no definitive agreement with respect to the sale of Executive Class
was ever reached between Cavendish and Antafin and that notwithstanding its
repeated demands, Antafin has refused to return Cavendish's downpayment.
Cavendish seeks an injunction against us and each of the other defendants
enjoining the transfer, disposition or concealment of the alleged $1.0 million
downpayment, and a judgment against us and the other defendants, jointly and
severally, in the amount of $1.0 million plus unquantified punitive damages.
We believe that the claims asserted against us by Cavendish are without
merit and we intend to vigorously defend this action.
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SIGNATURE
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 thereunto duly authorized.
Dated: October 31, 2000 Medium4.com, Inc.
(Registrant)
By: /s/ Marc D. Leve
Marc D. Leve
Vice President - Legal Affairs,
General Counsel and Secretary
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