8-K
1
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
July 14, 2000
(Date of Earliest Event Reported)
Commission File Number 1-15497
RecycleNet Corporation
(Exact name of small business issuer in its charter)
Utah 87-0301924
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7 Darren Place, Guelph, ON N1H 6J2, CANADA
(Address of principal executive offices, including Zip Code)
519-767-2913
(Registrant's telephone number,)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None; not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 14, 2000, RecycleNet Corporation acquired all of the
outstanding capital stock of metalworld.com, inc. for
$4,107,320, including transaction costs. The consideration
for the acquisition was 27,322,608 of common stock having a
fair market value of $4,107,320.
The excess of the purchase price over the fair value of the
net assets acquired was $4,077,900 which has been allocated
to goodwill.
The assets of metalworld.com, inc. included the Internet
portal MetalWorld, as well as the domain name metalworld.com
and approximately $25,000 USD.
There were no outstanding liabilities or debts in
metalworld.com.
The metalworld.com shares were acquired primarily from
current holders of Class N shares of the registrant. The
class N shares are convertible into common shares of the
registrant on a one-for-one basis at the discretion of the
holders thereof. The largest shareholder of metalworld.com,
inc. was Inter-Continental Recycling Inc., which received
22,950,000 common shares of the registrant, or 84% of the
shares issued by it, in the acquisition. Inter-Continental
Recycling, Inc., owns 58,033,269 Class N shares of the
registrant, which is 87% of the currently outstanding Class
N shares of the registrant. Inter-Continental is
beneficially owned by Paul Roszel, the President and a
director of the registrant. In addition, Mr. Roszel owns of
record 5,526,312 Class N shares, or 8.3% of the outstanding
class N shares of the registrant and he and his wife
received an aggregate of 923,847 common shares of the
registrant, directly and indirectly, in exchange for their
shares in metalworld.com, inc.
Richard Ivanovick, an officer and director of the
registrant, holds directly and indirectly an aggregate of
636,422 Class N shares of the registrant and received
612,000 common shares in exchange for shares in
metalworld.com, inc. owned by him.
ITEM 3. BANKRUPCY OR RECEIVERSHIP
None; not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None; not applicable.
ITEM 5. OTHER EVENTS
None; not applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
None; not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
None; not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
None; not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION 5
None; not applicable.
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.
RECYCLENET CORPORATION
August 14, 2000
BY: /s/ Paul Roszel
------------------------
Paul Roszel, Chairman
of the Board of Directors
