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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 (DATE OF EARLIEST EVENT REPORTED): DECEMBER 15, 2000
BINGO.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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FLORIDA 000-26319 98-0206369
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION
INCORPORATION) NO.)
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4223 GLENCOE AVENUE, SUITE C200, MARINA DEL REY, CALIFORNIA 90292
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 301-4171
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On December 15, 2000, Bingo.com, Inc. (the "Company") and The
Lottery Channel Inc. ("LCI") entered into a letter of intent proposing the
acquisition by the Company of LCI. A copy of the letter of intent is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
As currently contemplated, at the closing, the shareholders of LCI
would be issued approximately 14.5 million shares of common stock of the Company
so that they would own approximately 58% of the Company's outstanding shares
calculated on a post-closing basis. In addition, the shareholders of LCI would
receive warrants entitling them to purchase up to an additional 14.5 million
shares of common stock of the Company at $2.00 per share.
The proposed transaction is subject to conditions, including,
without limitation, satisfactory completion of due diligence by both parties and
the execution of a definitive agreement relating to the transaction containing
customary terms and conditions. There can be no assurance that a definitive
acquisition agreement will be entered into or, if entered into, that the
contemplated acquisition will be consummated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is filed as part of this report:
99.1 Letter of Intent dated December 15, 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.
Date: December 16, 2000 BINGO.COM, INC.
By: /s/ Shane Murphy
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Shane Murphy
President, Chief Executive Officer and
Treasurer
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EXHIBIT INDEX
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Exhibit
No. Description
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99.1 Letter of Intent dated December 15, 2000
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