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UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2000.
Part I has been omitted from this Report.
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition period from ______________ to ______________
Commission File Number: 000-26465
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PURCHASEPRO.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0385401
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3291 North Buffalo Drive, Suite 2,
Las Vegas, Nevada 89129
(Address of principal executive offices) (Zip Code)
(702) 316-7000
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [_] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. The number of outstanding
shares of the Registrant's Common Stock, $.01 par value, was 32,198,794 as of
July 31, 2000.
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PURCHASEPRO.COM, INC. AND SUBSIDIARY
FORM 10-Q
I N D E X
<TABLE>
<C> <S> <C>
PART I. FINANCIAL INFORMATION
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds........................................................ 2
Item 4. Submission of Matters to a Vote of Security Holders.............................................. 2
Item 6. Exhibits and Reports on Form 8-K................................................................. 2
SIGNATURES....................................................................................... 4
EXHIBIT INDEX.................................................................................... 6
</TABLE>
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PART I. FINANCIAL INFORMATION
Part I will be filed by amendment to this Quarterly Report on Form 10-Q.
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PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
Changes in Securities
During the three months ended June 30, 2000, we granted options to purchase
181,000 shares of common stock to employees, and during the six months ended
June 30, 2000, we granted options to purchase 1,661,950 shares of common stock
to employees, under our 1999 Equity Incentive Plan. During the quarter ended
June 30, 2000, employees, consultants and other service providers of the Company
exercised options to purchase 791,850 shares of common stock and one warrant
holder exercised warrants to purchase 400,000 shares of common stock. The sale
of the above securities was registered on a Registration Statement on Form S-8
(No. 333-91533) under the Securities Act of 1933.
Item 4. Submission of Matters to a Vote of Securities Holders
(a) Annual Meeting of Stockholders was held of July 21, 2000.
(b) Shareholders voted for the election of Ms. Martha Layne Collins and Mr.
David I. Fuente as Class I Directors. Messrs. John G. Chiles and Michael
D. O'Brien continued as Class II Directors. Messrs. Christopher P.
Carton and Charles E. Johnson, Jr. continued as Class III Directors.
(c) Proposal One to elect two Directors to the Company's Board of Directors
to serve until the 2003 Annual Meeting resulted in the election of Ms.
Collins with 23,889,454 (99.42%) votes for and 138,709 (0.58%) withheld,
and Mr. Fuente with 23,950,596 (99.68%) votes for and 77,567 (0.32%)
withheld.
Proposal Two to approve the Amendment to the Amended and Restated
Articles of Incorporation to increase the number of authorized shares of
common stock by 150,000,000 shares. The proposal was approved as
follows: 22,604,710 (94.1%) votes for, 1,397,554 (5.8%) against, and
25,889 (0.1%) abstaining. There were no broker non-votes.
Proposal three to approve the Amendment to the PurchasePro.com, Inc.
1999 Stock plan to reserve additional 4,500,000 shares for issuance
under the Plan. The proposal was approved as follows: 16,970,451 (94.0%)
votes for, 1,052,658 (5.8%) against, and 30,664 (0.29%) abstaining.
There were 5,974,390 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3(i).1 Amended and Restated Articles of Incorporation (filed as Exhibit
3(i).1 to our Quarterly Report on Form 10-Q (No. 000-26465), and
incorporated herein by reference).
3(ii).1 Bylaws of the Registrant, as amended (filed as Exhibit 3(ii).1
to our Quarterly Report on Form 10-Q (No. 000-26465), and
incorporated herein by reference).
4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to our
Registration Statement on Form S-1 (no. 333-01865), and
incorporated herein by reference).
10.1* Form of Indemnification Agreement between the Registrant and
each of its directors and officers (filed as Exhibit 10.1 to our
Registration Statement on Form S-1 (No. 333-01865), and
incorporated herein by reference).
10.2* 1998 Stock Option and Incentive Plan and forms of agreements
thereunder (filed as Exhibit 10.2 to our Registration Statement
on Form S-1 (No. 333-01865), and incorporated herein by
reference).
10.3* 1999 Stock Plan (filed as Exhibit 10.3 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.4 Securities Purchase Agreement dated as of June 1, 1998 between
Registrant and the purchasers of its Series A Preferred Stock
(filed as Exhibit 10.4 to our Registration Statement on Form S-1
(No. 333-01865), and incorporated herein by reference).
10.5 Securities Purchase Agreement dated as of April 30, 1999 between
Registrant and the purchasers of its Series B Preferred Stock
(filed as Exhibit 10.5 to our Registration Statement on Form S-1
(No. 333-01865), and incorporated herein by reference).
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10.6 First Amended and Restated Stockholders Agreement dated as of
April 30, 1999 between the Registrant and the holders of Series
A Preferred Stock and Series B Preferred Stock (filed as Exhibit
10.6 to our Registration Statement on Form S-1 (No. 333-01865),
and incorporated herein by reference).
10.7+ Agreement dated as of January 4, 1999 between Registrant and the
Greater Phoenix Chamber of Commerce (filed as Exhibit 10.7 to
our Registration Statement on Form S-1 (No. 333-01865), and
incorporated herein by reference).
10.8+ Software Agency and Services Agreement dated as of May 3, 1999
among Registrant, ZoomTown.com, Inc. and Bradley D. Redmon
(filed as Exhibit 10.8 to our Registration Statement on Form S-1
(No. 333-01865), and incorporated herein by reference).
10.9+ Agreement dated as of May 1, 1999, between Registrant and
Hospitalitycity pte ltd (filed as Exhibit 10.9 to our
Registration Statement on Form S-1 (No. 333-01865), and
incorporated herein by reference).
10.10 Agreement dated as of January 1999 between Registrant and E-
Marketpro, LLC (filed as Exhibit 10.10 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.11* Letter of Employment between Registrant and Charles E. Johnson,
Jr. (filed as Exhibit 10.11 to our Registration Statement on
Form S-1 (No. 333-01865), and incorporated herein by reference).
10.12* Letter of Employment between Registrant and Christopher P.
Carton (filed as Exhibit 10.12 to our Registration Statement on
Form S-1 (No. 333-01865), and incorporated herein by reference).
10.13* Employment Agreement between Registrant and Jeffrey A. Neppl
(filed as Exhibit 10.13 to our Registration Statement on
Form S-1 (No. 333-01865), and incorporated herein by reference).
10.14* Letter of Employment between Registrant and Robert G. Layne
(filed as Exhibit 10.14 to our Registration Statement on
Form S-1 (No. 333-01865), and incorporated herein by reference).
10.15 Warrant dated as of July 22, 1999, by and between Registrant and
Office Depot, Inc. (filed as Exhibit 10.15 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.16* Letter of Employment between Registrant and Richard C. St. Peter
(filed as Exhibit 10.16 to our Registration Statement on
Form S-1 (No. 333-01865), and incorporated herein by reference).
10.17 Promissory Note dated September 2, 1999 between Registrant and
Charles E. Johnson, Jr. (filed as Exhibit 10.17 to our
Registration Statement on Form S-1 (No. 333-01865), and
incorporated herein by reference).
10.18 Loan Commitment dated September 3, 1999 between Registrant and
John G. Chiles (filed as Exhibit 10.18 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.19 Loan Commitment dated September 3, 1999 between Registrant and
Maurice J. Gallagher (filed as Exhibit 10.19 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.20 Loan Commitment dated September 3, 1999 between Registrant and
Charles E. Johnson, Jr. (filed as Exhibit 10.20 to our
Registration Statement on Form S-1 (No. 333-01865), and
incorporated herein by reference).
10.21 Loan Commitment dated September 3, 1999 between Registrant and
Bradley D. Redmon (filed as Exhibit 10.21 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.22 Warrant Purchase Agreement dated November 29, 1999 by the
Company and Sprint Communications Company L.P. (filed as Exhibit
10.22 to our Registration Statement on Form S-1 (No. 333-92303),
and incorporated herein by reference).
10.23 Warrant to Purchase Common Stock of the Company dated November
1999 (issued to Sprint Communications Company L.P.) (filed as
Exhibit 10.23 to our Registration Statement on Form S-1 (No.
333-92303), and incorporated herein by reference).
10.24 Amendment to Warrant to Purchase Common Stock of the Company
dated December 6, 1999 (by Sprint) (filed as Exhibit 10.24 to
our Registration Statement on Form S-1 (No. 333-92303), and
incorporated herein by reference).
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10.25 Strategic e-Commerce Marketing Agreement dated December 8, 1999
between the Company and Sprint (filed as Exhibit 10.25 to our
Registration Statement on Form S-1 (No. 333-92303), and
incorporated herein by reference).
10.26 Form of Warrant to Purchase Common Stock of the Company dated as
of November 1999 (issued to Advanstar Inc.) (filed as Exhibit
10.26 to our Registration Statement on Form S-1 (No. 333-92303),
and incorporated herein by reference).
10.27* Letter of Employment between Registrant and Mr. Moskal (filed as
Exhibit 10.27 to our Registration Statement on Form S-1 (No.
333-92303), and incorporated herein by reference).
10.28* Letter of Employment between Registrant and Mr. Miller (filed as
Exhibit 10.28 to our Registration Statement on Form S-1 (No.
333-92303), and incorporated herein by reference).
10.29 Office Depot Statement of Work and Network Access Agreement
(filed as Exhibit 10.23 to our March 31, 2000 Form 10-Q
(No.000-26465), and incorporated herein by reference).
10.30 AOL Technology Development Agreement (filed as Exhibit 10.24 to
our March 31, 2000 Form 10-Q (No.000-26465), and incorporated
herein by reference).
10.31 AOL Interactive Marketing Agreement (confidential treatment has
been requested for certain portions of this exhibit)(filed as
Exhibit 10.25 to our March 31, 2000 Form 10-Q (No. 000-26465),
and incorporated herein by reference).
10.32 Advanstar Warrant Agreement Amendment No. 1.
10.33 Certificate of Amendment to the Amended and Restated Articles of
Incorporation.
23.1 Consent of Arthur Andersen LLP.
27.1 Financial Data Schedule.
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* Indicates management contract or compensatory plan or agreement.
+ Confidential treatment has been granted with respect to certain portions
of these agreements.
(b) No reports on Form 8-K have been filed with the Securities and Exchange
Commission during the quarter ended June 30, 2000.
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 thereunto duly authorized.
PURCHASEPRO.COM, INC.
Date: August 14, 2000 By: /s/ James P. Clough
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James P. Clough, Senior Executive Vice
President and Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Document
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<C> <S>
3(i).1 Amended and Restated Articles of Incorporation (filed as Exhibit
3(i).1 to our Quarterly Report on Form 10-Q (No. 000-26465), and
incorporated herein by reference).
3(ii).1 Bylaws of the Registrant, as amended (filed as Exhibit 3(ii).1
to our Quarterly Report on Form 10-Q (No. 000-26465), and
incorporated herein by reference).
4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to our
Registration Statement on Form S-1 (no. 333-01865), and
incorporated herein by reference).
10.1* Form of Indemnification Agreement between the Registrant and
each of its directors and officers (filed as Exhibit 10.1 to our
Registration Statement on Form S-1 (No. 333-01865), and
incorporated herein by reference).
10.2* 1998 Stock Option and Incentive Plan and forms of agreements
thereunder (filed as Exhibit 10.2 to our Registration Statement
on Form S-1 (No. 333-01865), and incorporated herein by
reference).
10.3* 1999 Stock Plan (filed as Exhibit 10.3 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.4 Securities Purchase Agreement dated as of June 1, 1998 between
Registrant and the purchasers of its Series A Preferred Stock
(filed as Exhibit 10.4 to our Registration Statement on Form S-1
(No. 333-01865), and incorporated herein by reference).
10.5 Securities Purchase Agreement dated as of April 30, 1999 between
Registrant and the purchasers of its Series B Preferred Stock
(filed as Exhibit 10.5 to our Registration Statement on Form S-1
(No. 333-01865), and incorporated herein by reference).
10.6 First Amended and Restated Stockholders Agreement dated as of
April 30, 1999 between the Registrant and the holders of Series
A Preferred Stock and Series B Preferred Stock (filed as Exhibit
10.6 to our Registration Statement on Form S-1 (No. 333-01865),
and incorporated herein by reference).
10.7+ Agreement dated as of January 4, 1999 between Registrant and the
Greater Phoenix Chamber of Commerce (filed as Exhibit 10.7 to
our Registration Statement on Form S-1 (No. 333-01865), and
incorporated herein by reference).
10.8+ Software Agency and Services Agreement dated as of May 3, 1999
among Registrant, ZoomTown.com, Inc. and Bradley D. Redmon
(filed as Exhibit 10.8 to our Registration Statement on Form S-1
(No. 333-01865), and incorporated herein by reference).
10.9+ Agreement dated as of May 1, 1999, between Registrant and
Hospitalitycity pte ltd (filed as Exhibit 10.9 to our
Registration Statement on Form S-1 (No. 333-01865), and
incorporated herein by reference).
10.10 Agreement dated as of January 1999 between Registrant and E-
Marketpro, LLC (filed as Exhibit 10.10 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.11* Letter of Employment between Registrant and Charles E. Johnson,
Jr. (filed as Exhibit 10.11 to our Registration Statement on
Form S-1 (No. 333-01865), and incorporated herein by reference).
10.12* Letter of Employment between Registrant and Christopher P.
Carton (filed as Exhibit 10.12 to our Registration Statement on
Form S-1 (No. 333-01865), and incorporated herein by reference).
10.13* Employment Agreement between Registrant and Jeffrey A. Neppl
(filed as Exhibit 10.13 to our Registration Statement on
Form S-1 (No. 333-01865), and incorporated herein by reference).
10.14* Letter of Employment between Registrant and Robert G. Layne
(filed as Exhibit 10.14 to our Registration Statement on
Form S-1 (No. 333-01865), and incorporated herein by reference).
10.15 Warrant dated as of July 22, 1999, by and between Registrant and
Office Depot, Inc. (filed as Exhibit 10.15 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.16* Letter of Employment between Registrant and Richard C. St. Peter
(filed as Exhibit 10.16 to our Registration Statement on
Form S-1 (No. 333-01865), and incorporated herein by reference).
</TABLE>
5
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<TABLE>
<CAPTION>
Exhibit No. Description of Document
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<C> <S>
10.17 Promissory Note dated September 2, 1999 between Registrant and
Charles E. Johnson, Jr. (filed as Exhibit 10.17 to our
Registration Statement on Form S-1 (No. 333-01865), and
incorporated herein by reference).
10.18 Loan Commitment dated September 3, 1999 between Registrant and
John G. Chiles (filed as Exhibit 10.18 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.19 Loan Commitment dated September 3, 1999 between Registrant and
Maurice J. Gallagher (filed as Exhibit 10.19 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.20 Loan Commitment dated September 3, 1999 between Registrant and
Charles E. Johnson, Jr. (filed as Exhibit 10.20 to our
Registration Statement on Form S-1 (No. 333-01865), and
incorporated herein by reference).
10.21 Loan Commitment dated September 3, 1999 between Registrant and
Bradley D. Redmon (filed as Exhibit 10.21 to our Registration
Statement on Form S-1 (No. 333-01865), and incorporated herein
by reference).
10.22 Warrant Purchase Agreement dated November 29, 1999 by the
Company and Sprint Communications Company L.P. (filed as Exhibit
10.22 to our Registration Statement on Form S-1 (No. 333-92303),
and incorporated herein by reference).
10.23 Warrant to Purchase Common Stock of the Company dated November
1999 (issued to Sprint Communications Company L.P.) (filed as
Exhibit 10.23 to our Registration Statement on Form S-1 (No. 333-
92303), and incorporated herein by reference).
10.24 Amendment to Warrant to Purchase Common Stock of the Company
dated December 6, 1999 (by Sprint) (filed as Exhibit 10.24 to
our Registration Statement on Form S-1 (No. 333-92303), and
incorporated herein by reference).
10.25 Strategic e-Commerce Marketing Agreement dated December 8, 1999
between the Company and Sprint (filed as Exhibit 10.25 to our
Registration Statement on Form S-1 (No. 333-92303), and
incorporated herein by reference).
10.26 Form of Warrant to Purchase Common Stock of the Company dated as
of November 1999 (issued to Advanstar Inc.) (filed as Exhibit
10.26 to our Registration Statement on Form S-1 (No. 333-92303),
and incorporated herein by reference).
10.27* Letter of Employment between Registrant and Mr. Moskal (filed as
Exhibit 10.27 to our Registration Statement on Form S-1
(No. 333-92303), and incorporated herein by reference).
10.28* Letter of Employment between Registrant and Mr. Miller (filed as
Exhibit 10.28 to our Registration Statement on Form S-1
(No. 333-92303), and incorporated herein by reference).
10.29 Office Depot Statement of Work and Network Access Agreement
(filed as Exhibit 10.23 to our March 31, 2000 Form 10-Q
(No.000-26465), and incorporated herein by reference).
10.30 AOL Technology Development Agreement (filed as Exhibit 10.24 to
our March 31, 2000 Form 10-Q (No.000-26465), and incorporated
herein by reference).
10.31 AOL Interactive Marketing Agreement (confidential treatment has
been requested for certain portions of this exhibit)(filed as
Exhibit 10.25 to our March 31, 2000 Form 10-Q (No.000-26465), and
incorporated herein by reference).
.
10.32 Advanstar Warrant Agreement Amendment No. 1.
10.33 Certificate of Amendment to the Amended and Restated Articles of
Incorporation.
23.1 Consent of Arthur Andersen LLP.
27.1 Financial Data Schedule.
</TABLE>
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* Indicates management contract or compensatory plan or agreement.
+ Confidential treatment has been granted with respect to certain portions
of these agreements.
6
