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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):
JANUARY 5, 2001 (DECEMBER 28, 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 December 28, 2000, Wattage Monitor Inc. (the "Company") completed an
equity financing through which it sold 25,600,000 shares of its common stock,
par value $0.01 per share, for $6,963,200. The purchasers of these shares
were the WPG Software Fund, L.P., WPG Raytheon Software Fund, L.P., WPG
Institutional Software Fund, L.P. ("Affiliates of WPG") and PurchasePro.com,
Inc. ("PPro"), collectively the "Purchasers".
Through this sale of shares the Company completed the transactions
contemplated by the stock purchase agreement (the "Agreement") signed
November 28, 2000 and filed in conjunction with the Company's Registration
Statement on Form S-3 on November 30, 2000 ("S-3"). The S-3 was declared
effective on December 22, 2000 and has the effect, so long as it remains
effective, of registering the Purchaser's shares thereby permitting their
immediate resale. As required by the Agreement, the Company's founders,
Robert Lessin, Gerald Alderson and Stephen Klein, signed lock-up agreements
prohibiting the sale of any of the Company's equity securities they own for a
period of 180 days from the effective date of the S-3, e.g. before June 20,
2001. As anticipated in the Agreement, three existing members of the
Company's Board of Directors resigned following the completion of this
transaction. The Company expects to reconstitute a five member Board of
Directors before the end of January 2001. At such election, the Purchasers
have agreed to vote their shares for the remaining two Board members, Gerald
Alderson and Stephen Klein, both of whom are founders of the Company.
In order to comply with another condition of the Agreement, the Company
sold 2,750,000 shares of its common stock, par value $0.01 per share, to
certain management employees (principally Mr. Alderson) in lieu of granting
them stock options prior to the closing. Some or all such shares are
subject to the Company's right to repurchase them at the price at which they
were sold if a purchasing employee terminates their employment before the end
of the repurchase period. Documentation concerning the details of this sale
of shares is filed herewith.
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ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a)-(b) Not Applicable
(c) Exhibits.
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EXHIBIT NO. DESCRIPTION
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10.1 Stock Purchase Agreement by and among Wattage Monitor Inc., WPG Software Fund, L.P.,
WPG Raytheon Software Fund, L.P., WPG Institutional Software Fund, L.P. and
PurchasePro.com, Inc., dated November 28, 2000.
10.2 Stock Purchase Agreement by and among Wattage Monitor Inc., Gerald R. Alderson, Vicki
L. Center and Robert E. Forrest, dated December 22, 2000.
10.3 Secured Promissory Note, dated December 22, 2000, between Vicki L. Center as "Maker"
and Wattage Monitor Inc. as "Payee".
10.4 Secured Promissory Note, dated December 22, 2000, between Robert E. Forrest as
"Maker" and Wattage Monitor Inc. as "Payee".
10.5 Secured Promissory Note, dated December 22, 2000, between Gerald R. Alderson as
"Maker" and Wattage Monitor Inc. as "Payee".
10.6 Form of Stock Pledge Agreement, dated December 22, 2000.
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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: January 5, 2001
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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10.1 Stock Purchase Agreement by and among Wattage Monitor Inc., WPG Software Fund, L.P., WPG Raytheon
Software Fund, L.P., WPG Institutional Software Fund, L.P. and PurchasePro.com, Inc., dated
November 28, 2000.*
10.2 Stock Purchase Agreement by and among Wattage Monitor Inc., Gerald R. Alderson, Vicki L. Center and
Robert E. Forrest, dated December 22, 2000.
10.3 Secured Promissory Note, dated December 22, 2000, between Vicki L. Center as "Maker" and Wattage
Monitor Inc. as "Payee".
10.4 Secured Promissory Note, dated December 22, 2000, between Robert E. Forrest as "Maker" and Wattage
Monitor Inc. as "Payee".
10.5 Secured Promissory Note, dated December 22, 2000, between Gerald R. Alderson as "Maker" and Wattage
Monitor Inc. as "Payee".
10.6 Form of Stock Pledge Agreement, dated December 22, 2000.
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* Incorporated herein in its entirety by reference to the Company's
Registration Statement on Form S-3, as filed with the Securities and
Exchange Commission on November 30, 2000.
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