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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 28, 2000
(SEPTEMBER 21, 2000)
WATTAGE MONITOR INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEVADA 000-26381 860882633
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
1100 KIETZKE LANE, RENO, NEVADA 89502
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (775) 327-6000
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ITEM 5 - OTHER EVENTS.
On August 25, 2000, Wattage Monitor Inc. (the "Company") entered into a
letter of intent with Oakes, Fitzwilliams & Co. Limited and Oakes, Fitzwilliams
& Co. L.P. as placement agent (collectively, "Oakes") in connection with the
Company's offering of its units ("Units"). Pursuant to the terms of the
offering, the Company intends to sell up to $10,000,000 of the Units, each Unit
consisting of (i) three shares of the Company's common stock, par value $.01 per
share (the "Common Stock") and (ii) a five year common stock purchase warrant to
purchase one share of Common Stock. The Company anticipates that the net
proceeds of the offering, after deduction of the selling commissions and
estimated offering expenses, will be approximately $9,150,000, assuming all of
the Units are sold. Pursuant to the terms of the offering, the Company will be
required to register the shares immediatley following the closing date.
In mid September 2000, the Company began to hold preliminary meetings
with potential investors in Europe and the United States. During the offering,
the Company will present to the potential investors the private placement
memorandum filed herewith. In addition, the Company may provide such potential
investors with the additional information submitted as an exhibit herewith.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)-(b) Not Applicable
(c) Exhibits.
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
99.1 Private Placement Memorandum
99.2 Wattage Monitor Inc. potential investor presentation materials
</TABLE>
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SIGNATURES
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.
WATTAGE MONITOR INC.
By:/s/ GERALD R. ALDERSON
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Gerald R. Alderson
President
Date: September 28, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
99.1 Private Placement Memorandum
99.2 Wattage Monitor Inc. potential investor presentation materials
</TABLE>
4
