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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: June 8, 2000
(Date of earliest event reported: May 23, 2000)
ANTHEM RECORDING WEST, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
California 001-15385 330835561
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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)
11423 West San Bernardo Court, San Diego, California 92127
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On May 23, 2000, the Registrant completed the acquisition of all of
the issued and outstanding shares of capital stock of Internet Investments
Inc., a Bahamian corporation ("Internet Investments Inc."), and its
subsidiary, uDate.com, Ltd. (formerly Icebreaker Personal Network Ltd.), an
English corporation ("uDate.com, Ltd.") (the "Share Exchange Transaction"),
pursuant to the Share Exchange Agreement (the "Agreement") dated as of May 5,
2000, by and among the Registrant, Internet Investments Inc., uDate.com,
Ltd., Atlas Trust Company (Jersey) Limited ("Atlas"), a Jersey corporation,
as trustee of the Internet Investments Inc. Employee Benefits and Shares
Trust ("EBT"), Tavendish Enterprises Ltd. ("Tavendish"), a British Virgin
Islands corporation, David John Shortland ("Mr. Shortland"), Paula Loraine
Shortland ("Mrs. Shortland"), Ryley Hill Ltd. ("Ryley"), an English
corporation, David John Shortland, Christine Elizabeth Catherall, Bruce
Carless and Betty May Shortland (the "Shortland Trustees"), as trustees of
the Shortland No. 1 Trust (the "Shortland Trust"), Melvyn Morris ("Mr.
Morris") and Howard Thacker ("Mr. Thacker").
On the effective date of the Share Exchange Transaction, the Company
had 50,000,000 shares of Common Stock, $0.001 par value, authorized,
18,255,000 shares of which were issued and outstanding. Pursuant to the
Agreement, the shareholders of Internet Investments Inc. and uDate.com, Ltd.
exchanged all of their shares of capital stock of Internet Investments Inc.
and uDate.com, Ltd. for an aggregate of 10,925,000 shares of the Registrant's
Common Stock in the amounts set forth in the following chart:
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<CAPTION>
RECIPIENT NUMBER OF COMPANY SHARES ISSUED PERCENTAGE (1)
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Atlas, as trustee of EBT 10,711,831 58.6789%
Tavendish 74,978 0.4107%
Mr. Shortland 41,777 0.2289%
Mrs. Shortland 13,930 0.0763%
Ryley 68,554 0.3755%
The Shortland Trustees as
trustees of the Shortland Trust 13,930 0.0763%
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TOTAL: 10,925,000 59.8466%
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(1) Based on the percentage of the issued and outstanding shares of the
Company's Common Stock held by such shareholder after the consummation of the
Share Exchange Transaction.
Therefore, Atlas, as trustee of EBT, the former sole shareholder of
Internet Investments Inc., now holds a majority (58.6789%) of the issued and
outstanding shares of Common Stock of the Registrant. The Registrant is now
the parent company of Internet Investments Inc., which is the parent company
of uDate.com, Ltd. Neither Internet Investments Inc. nor uDate.com, Ltd. are
reporting companies under the Securities Exchange Act of 1934, as amended.
In connection with the Share Exchange Transaction, the shareholders
of Internet Investments Inc. and uDate.com, Ltd. were granted registration
rights with respect to the shares of Common Stock of the Registrant that they
received. The Registration Rights Agreement dated as of May 5, 2000 among the
Registrant and the shareholders of Internet Investments Inc. and uDate.com,
Ltd. is attached hereto as an exhibit to the Agreement and incorporated by
reference herein.
The Board of Directors and shareholders of Registrant have approved
changing Registrant's name from "Anthem Recording West Inc." to "uDate.com,
Inc." to more accurately describe the proposed business of the Registrant.
The press release announcing the completion of the Share Exchange Transaction
is attached hereto as Exhibit 99.1 and incorporated by reference herein.
As part of the Share Exchange Transaction, the prior officers and
directors of the Registrant resigned. Prior to such resignation, new
directors were appointed to fill the existing vacancies on the Board of
Directors of the Registrant pursuant to applicable law and the bylaws of the
Registrant. New officers also were elected. The Registrant's current officers
and directors are as follows:
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NAME AND ADDRESS POSITION
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Melvyn Morris, Redmire Gap, Intakes Lane, Turnditch, Derby, England President, Chief Executive Officer,
Chairman of the Board and Director
Howard Thacker, Mill Cottage, Mercaston, Derby, England Secretary, Chief Financial Officer
and Director
Geoff Shingles, CBE, Briarley Cottage, Pantings Lane, Highclere,
Berkshire, England Director
Ken Olisa, 18 Glamorgan Rd, Hampton Wick, Kingston upon Thames,
England Director
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1 above for a description of the Share Exchange
Transaction. Pursuant to the Agreement, the Registrant acquired all of the
outstanding shares of capital stock of uDate.com, Ltd. and its parent
company, Internet Investments Inc., and the former shareholders of Internet
Investments Inc. and uDate.com, Ltd. acquired an aggregate of approximately
60% of the issued and outstanding shares of Common Stock of the Registrant.
The Registrant intends to continue to use December 31 as its fiscal
year end for reporting purposes.
The Registrant was incorporated in California on January 4, 1999.
The Registrant originally was organized to provide representation and other
services to musical artists such as songwriters and performers. However,
prior to the Share Exchange Transaction, the Registrant had minimal
operations and earnings.
Internet Investments Inc. was formed in the Bahamas in February
1998. Internet Investments Inc. owns over 98% of the capital stock of
uDate.com, Ltd. The shares of uDate.com, Ltd. are the primary asset of
Internet Investments Inc.
uDate.com, Ltd. was formed in February 1998 in England as
"Icebreaker Personal Network Ltd." The company operates a Web Site offering
high quality Introduction, Matchmaking, Relationship and Dating Services to
Internet users. Revenues are derived from two sources: (1) from the sale of
membership subscriptions that allow a paying member to contact and
communicate with other members using the Web Site's private email and
messaging services; and (2) from the sale of advertising and promotional
services to its membership base. As of May 23, 2000, the Web Site had 186,547
registered members. The business is established with monthly subscription
revenues which have grown at the range of 25% per month during the first five
months of the year 2000. During April 2000, 25,552 new members registered with
the service, monthly revenues of $59,005 were generated, the Web Site delivered
in excess of 30 million page views and received in excess of 600,000 unique
site visits (USV's). More than 80% of registered members reside within North
America and 85% of registered members are between the ages of 21 and 50.
On March 23, 2000 uDate.com, Ltd. entered into an agreement to provide
a co-branded personals and dating site with USAToday.com. The company has an
on-going plan to further develop co-branded partnerships with major portals,
ISPs and content sites.
As of May 23, 2000, immediately prior to completing the Share Exchange
Transaction, uDate.com, Ltd. had the following assets:
- Ownership of the design, source code, object code, graphics,
images and procedures for certain Web Site, database and back
office applications that are components of the uDate.com Web
Site located at http://www.udate.com.
- Ownership of the design, source code, object code, graphics,
images and procedures that enable targeting and delivery of
advertising, promotional or sponsored links to uDate.com
members.
- 111 web domain names relevant to the dating, singles,
matchmaking and relationship space. An industrial strength
enterprise class web server farm consisting of 3 current
specification 8-way Compaq 8500R proliant servers, 1 HP LPR
server plus associated routers and networking equipment.
- A 12 month lease for 2,700 sq. ft. (net) of modern office
space at New Enterprise House, St Helens Street, Derby,
England, DE1 3GY.
- Co-branding and marketing agreements with USAToday.com,
Mamma.com, Venture Direct, GoTo and 25 affiliates.
- 12 month agreements with Concentric Networks for the
provision of co-location and ISP services.
ITEM 5. OTHER EVENTS.
In connection with the Share Exchange Transaction, the Registrant
issued and sold 1,000,000 Units at $7.50 per Unit to Innovative Finance
Limited pursuant to the terms of a Subscription Agreement, dated as of May
2000, a copy of which is attached hereto as Exhibit 10.1 and incorporated by
reference herein. Each Unit consists of one share of Common Stock and a
one-half share purchase warrant. Each full warrant will entitle the holder to
purchase one additional common voting share of the Registrant's Common Stock
within two years after the effective date of the Share Exchange Transaction
at a price of: (1) $7.50, if exercised on or before the first anniversary of
the effective date of the Share Exchange Transaction; or (b) $10.00, if
exercised after the first anniversary of the effective date of the Share
Exchange Transaction. The Registrant also borrowed $1,050,000 from Innovative
Finance Limited prior to the consummation of the Share Exchange Transaction.
In connection with the sale of the Units, the debt owed to Innovative Finance
Limited was converted into an additional 140,000 Units. The shares of the
Registrant's Common Stock issued in connection with the Units, assuming that
all of the warrants issued in connection with the Units are exercised,
constitutes 8.2% of the issued and outstanding shares of the Registrant's
Common Stock, after giving effect to the Share Exchange Transaction.
Prior to the effective date of the Share Exchange Transaction, the
Board of Directors of the Registrant amended the Bylaws to provide that the
Board shall consist of between 4 to 7 directors, with the exact number to be
set by the Board from time to time. The exact number of directors was set at
4 and new directors were appointed to fill vacancies (see Item 1).
Prior to the effective date of the Share Exchange Transaction, the
Board of Directors of the Registrant adopted a 2000 Stock Incentive Plan
("Plan"). The Plan provides for the issuance of up to 3,000,000 shares of the
Common Stock of the Registrant. The Registrant intends to seek shareholder
approval of the Plan at the next annual meeting of its shareholders. A copy
of the 2000 Stock Incentive Plan, together with the form of option agreement,
is attached hereto as Exhibit 10.2 and incorporated by reference herein. The
2000 Stock Incentive Plan was entitled "uDate.com, Inc. 2000 Stock Incentive
Plan" in anticipation of the change in the Registrant's name.
In connection with the Share Exchange Transaction, Registrant's
Board appointed Melvyn Morris and Howard Thacker as officers of the company
(See Item 1), and pursuant to the plan qranted them options to purchase
525,000 and 475,000 shares of Common Stock, respectively, each at an exercise
price of $7.50 per share. Copies of their Stock Option Agreements are
attached as Exhibits 10.3 and 10.4, respectively, and are incorporated by
reference herein.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) The financial statements required by Item 7(a) of this Form 8-K
will be filed by Registrant amendment within 60 days after the date that this
Form 8-K must be filed with the Securities and Exchange Commission.
(b) The pro forma financial information required by Item 7(b) of this
Form 8-K will be filed by Registrant amendment within 60 days after the date
that this Form 8-K must be filed with the Securities and Exchange Commission.
(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.
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
99.1 Press Release announcing the completion of the Share Exchange
Transaction.
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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: June 8, 2000
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