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 (Date of earliest event reported): May 19, 2000
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YOUNETWORK CORPORATION
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(Exact name of registrant as specified in charter
Delaware 0-252385 13-399035
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
115 East 23rd Street, New York, New York 10010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 387-0310
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On May 19, 2000, YouNetwork Corporation (the "Company") and Compuces,
Inc., a Delaware corporation ("Compuces"), entered into a Stock Purchase
Agreement dated as of such date (the "Agreement"). A copy of the Agreement is
attached as Exhibit 2.1 and incorporated herein by reference. Pursuant to the
terms of the Agreement, the Company agreed to sell to Compuces shares of the
Company's Class C common stock, par value $.0001 per share (the "Class C Common
Stock") in an amount constituting, after giving effect such sale, 80% of the
Company's outstanding shares of Class C Common Stock on a fully diluted basis
(the "Shares"). Accordingly, Compuces is now the beneficial holder of
approximately 80.9% of the Company's Class C Common Stock and approximately
80.9% of the Company's voting securities (which include the Company's Class A
common stock and Class B common stock), and a "change in control" of the Company
has been effected.
The consideration for the issuance of the Shares to Compuces was the
agreement by Compuces to advance funds to the Company in an amount sufficient to
pay certain specified debts of the Company in an amount not to exceed $300,000.
To date, Compuces has advanced the Company approximately $70,000 for the
repayment of such debt.
Compuces is a wholly-owned subsidiary of International Commerce Exchange
Systems, Inc., a Delaware corporation ("ICES"), and its only assets are the
Shares. ICES is a privately held company which develops, invests in and operates
Internet technology related companies.
In connection with this transaction, the current directors and officers of
the Company other than Don Senerath are resigning. It is anticipated that Don
Senerath will fill the vacancies on the Board of Directors caused by the
resignations of such directors by appointing four designees of ICES to the
Company's board of directors.
(b) Except as set forth in this Current Report on Form 8-K, the Company
is not aware of any other arrangement which may at a subsequent date result in a
change in control of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits.
2.1 Stock Purchase Agreement dated as of May 19, 2000, by and between
YouNetwork Corporation and Compuces, Inc.
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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.
YOUNETWORK CORPORATION
By: /s/ Don Senerath
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Name: Don Senerath
Title: Chairman
Dated: June 6, 2000
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EXHIBIT INDEX
Number Description
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2.1 Stock Purchase Agreement dated as of May 19, 2000, by and between
YouNetwork Corporation and Compuces, Inc.
