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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 7, 2000
(Date of earliest event reported: May 23, 2000)
UDATE.COM, INC.
(Exact name of registrant as specified in its charter)
California 001-15385 330835561
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
New Enterprise House, St Helens Street, Derby, England DE1 3GY
(Address of Principal Executive Offices) (Zip Code)
(877) 815-2955
(Registrant's telephone number, including area code)
ANTHEM RECORDING WEST, INC.
11423 West San Bernardo Court, San Diego, California 92127
(Former name or former address, if changed since last report)
EXPLANATORY NOTE
The undersigned registrant, uDate.com, Inc. (formerly Anthem Recording
West, Inc.), hereby amends the items, financial statements, exhibits or other
portions of its current Report on Form 8-K filed with the Securities and
Exchange Commission on June 9, 2000, as set forth in the pages attached hereto.
This amendment should be read in conjunction with the Form 8-K.
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT.
(b) On July 1, 2000, the Registrant engaged KPMG Audit Plc. (KPMG) as
its independent auditors and the principal accountant to audit the
Registrant's financial statements. Prior to such date, the Registrant had not
engaged KPMG in any consultation.
ITEM 5. OTHER EVENTS
Registrant's name was changed from "Anthem Recording West Inc." to
"uDate.com, Inc." on June 23, 2000 to more accurately describe the proposed
business of the Registrant. The change was approved by the Board of Directors
and shareholders of the Registrant.
On June 21, 2000, Registrant issued options to purchase 75,000 of
Common Stock of Registrant at $5.00 per share to each of Geoffrey Shingles, a
director of Registrant, and Interregnum Venture Marketing Ltd. (and affiliate of
Kenneth Olisa, a director of Registrant). The options were granted separately
from and are not governed by Registrant's 2000 Stock Incentive Plan. The Options
were granted pursuant to an exemption from registration under the Securities Act
of 1933, as amended, afforded by Section 4(2) thereof. The option agreements
appear as Exhibits 10.5 and 10.6, respectively, to this Current Report on Form
8-K/A and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of uDate.com, Ltd.
The following documents appear as Exhibit 99.2 to this Current Report
on Form 8-K/A and are incorporated herein by reference:
uDate.com, Ltd. audited financial statements as of March 1, 2000 and
March 31, 1999 and for the fiscal years ended March 1, 2000 and March 31,
1999.
(b) Pro Forma Financial Information.
The following documents appear as Exhibit 99.3 to this Current Report
on Form 8-K/A and are incorporated herein by reference:
Unaudited Pro Forma Condensed Combined Financial Information as of
June 30, 2000 and for the six months ended June 30, 2000 and for the fiscal
year ended December 31, 1999.
(c) Exhibits
2.1 Share Exchange Agreement, dated as of May 23, 2000, by and
among the Registrant, Internet Investments Inc., uDate.com,
Ltd. and the selling shareholders named therein *
3.1 Certificate of Amendment of Articles of Incorporation
10.1 Subscription Agreement dated as of May 2000 by and between the
Registrant and Innovative Finance Limited *
10.2 Registrant's 2000 Stock Incentive Plan and form of Stock
Option Agreement *
10.3 Melvyn Morris Stock Option Agreement dated as of May 10, 2000
*
10.4 Howard Thacker Stock Option Agreement dated as of May 10, 2000
*
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10.5 Notice of Non-Qualified Stock Option Award and Non-Qualified
Stock Option Award Agreement between the Registrant and
Geoffrey Shingles dated June 21, 2000
10.6 Notice of Non-Qualified Stock Option Award and Non-Qualified
Stock Option Award Agreement between the Registrant and
Interregnum Venture Marketing Ltd. dated June 21, 2000
23.1 Consent of Smith Cooper, Independent Auditors
99.1 Press Release announcing the completion of the Share Exchange
Transaction *
99.2 Financial Statements of uDate.com, Ltd.
99.3 Unaudited Pro Forma Condensed Combined Financial Information
* Incorporated by reference to Registrant's Form 8-K filed with the
Securities and Exchange Commission on June 9, 2000.
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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.
UDATE.COM, INC.
By: /s/ Melvyn Morris
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Melvyn Morris
President
Date: August 14, 2000
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