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UNITED STATES
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) September 15, 2000 (September
7, 2000)
iPARTY CORP.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-25507 13-4012236
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
130 West 30th Street, 10th Floor, New York 10001
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 609-4300
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Not applicable
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(Former Name or Former Address, if Changes Since Last Report)
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Item 5. Other Events
On September 7, 2000, iParty Corp. (the "Company") completed a private
placement of Series F Convertible Preferred Stock, raising $500,000. The
proceeds from the sale of the Series F Convertible Preferred Stock will be used
to finance in part the acquisition by the Company of certain assets of The Big
Party Corporation. The acquisition closed on August 15, 2000. The financing
comprised of 114,286 shares of Series F Convertible Preferred Stock convertible
into an aggregate of 1,142,860 shares of the Company's common stock at a
conversion price of $.4375 per share. The Series F Preferred Stock is
convertible at anytime into a number of shares equal to $4.375 divided by the
conversion price in effect at the time of conversion. The initial conversion
price is $.4375 per share, reflecting an initial conversion ratio of 1:10. The
Series F Convertible Preferred Stock will have such rights as described in the
Certificate of Designation.
This Series F Convertible Preferred Stock financing triggered certain
anti-dilution provisions in Series B, C and D Convertible Preferred Stock and
redeemable common stock purchase warrants attached thereto. The effect of these
anti-dilution provisions were (1) the issuance of 991,887 additional shares of
Series B Convertible Preferred Stock and an adjustment to the conversion price
for all outstanding shares of Series B Convertible Preferred Stock to $1.37, (2)
the issuance of 94,922 additional shares of Series C Convertible Preferred Stock
and an adjustment to the conversion price for all outstanding shares of Series C
Convertible Preferred Stock to $1.37, (3) the issuance of 237,305 additional
shares of Series D Convertible Preferred Stock and an adjustment to the
conversion price for all outstanding shares of Series D Convertible Preferred
Stock to $1.37, (4) the issuance of 521,284 additional redeemable common stock
warrants attached to Series B Convertible Preferred Stock and an adjustment to
the exercise price for all outstanding redeemable common stock warrants attached
to Series B Convertible Preferred Stock to $1.27, (5) the issuance of 49,886
additional redeemable common stock warrants attached to Series C Convertible
Preferred Stock and an adjustment to the exercise price for all outstanding
redeemable common stock warrants attached to Series C Convertible Preferred
Stock to $1.27, (6) the issuance of 118,652 additional redeemable common stock
warrants attached to Series D Convertible Preferred Stock and an adjustment to
the exercise price for all outstanding redeemable common stock warrants attached
to Series D Convertible Preferred Stock to $1.37, and (7) the issuance of 92,781
additional redeemable common stock warrants issued to the placement agent in the
Series B and C Convertible Preferred Stock financing and an adjustment to the
exercise price to $1.27.
A copy of the Certificate of Designation is filed as Exhibit 4.1 hereto
and such document is incorporated by referenced herein.
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Item 7. Exhibits
(a) and (b) - not applicable
(c) Exhibits
2.1 Stock Purchase Agreement by and between iParty Corp. and Patriot
Capital Ltd.
4.1 Certificate of Designation of Series F Convertible Preferred
Stock of iParty Corp.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
iPARTY CORP.
By: /s/ Sal Perisano
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Sal Perisano
Chief Executive Officer
By: /s/ Patrick Farrell
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Patrick Farrell
Chief Financial Officer
Date: September 15, 2000
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Stock Purchase Agreement by and between iParty Corp.
and Patriot Capital Ltd.
4.1 Certificate of Designation of Series F Preferred
Stock of iParty Corp.
