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 (Date of earliest event reported): May 19, 2000
SILVER KING RESOURCES, INC.
---------------
(Exact name of registrant as specified in its charter)
Delaware 000-26651 650884085
-------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6025 S Eaton Lane, Littleton, Colorado 80123
-------------------------------------------------------------------------------
(Address of principal executive office, including Zip code)
Registrant's telephone number including area code: (303) 798-2980
-------------
---------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. Changes in Control of Registrant.
On May 19, 2000, the board of directors and stockholders of the
Registrant, a Delaware corporation ("Silver King"), approved and adopted the
Agreement and Plan of Merger, dated as of March 21, 2000 (the "Agreement"), by
and among Silver King, Silver King Acquisition, Inc. ("Acquisition Corp."), a
wholly-owned subsidiary formed for the purpose of the merger, eNexi Inc.
("eNexi") and the Principal Stockholders of eNexi Inc. Pursuant to the
Agreement, Silver King issued 6,000,000 shares of its Series A Convertible
Preferred Stock ("Series A Stock") to the historic stockholders of eNexi in
exchange for 100% of the outstanding capital stock of eNexi, which was acquired
by Acquisition Corp.
eNexi was incorporated in Delaware in May 1999. It is a development
stage intermediary for online advertising and marketing. eNexi provides free
email accounts through its Web-based email system, www.dollars4mail.com. In
order to become a subscriber to the system, each applicant must provide detailed
information about his or her demographics and interest. eNexi expects to make
this aggregated data available to online advertisers in the future to enable
them to target specific groups within the dollars4mail subscriber base depending
on demographics, interests or both. The advertisers pay eNexi based on the
number of times the advertisements appear on the users' screens or the number of
times users click on the advertisement to view an advertiser's web site. In
turn, eNexi shares its advertising revenue with its dollars4mail subscribers,
who receive cash compensation for referrals to the dollars4mail system and for
visits they and their referrals make to the websites of advertisers on the
system. In addition, through its VirtuallyFreeInternet.com division, eNexi
provides analog Internet access to its subscribers for a monthly fee.
Subscribers to VirtuallyFreeInternet.com can earn cash compensation for
referrals to the Internet access service. VirtuallyFreeInternet.com and
dollars4mail.com are supported by eNexi's patent-pending proprietary software
that permits fully automated online sign-up, authentication of subscribers,
automated credit card billing and processing of multi-tiered referral
compensation.
As a condition to the acquisition, Silver King completed a private
offering of its Series B Convertible Preferred Stock (the "Series B Stock") for
gross proceeds in excess of $5 million (the "Private Offering"). Silver King
intends to use the net proceeds of approximately $4.75 million realized in the
offering as working capital for the eNexi business.
In connection with the merger transaction, Alan Stier, the sole officer
and director of Silver King, resigned his positions with Silver King. The
historic officers and directors of eNexi will assume the following positions
with Silver King:
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Larry A. Mayle Chief Executive Officer, Secretary and Co-Chairman
Dr. Roger L. Miller President and Co-Chairman
Michael A. Ames Chief Financial Officer and Director
</TABLE>
Following consummation of the Agreement and the Private
Offering on May 19, 2000, the historical stockholders of eNexi and Silver King
and investors in the Private Offering each respectively hold a 61.7%, 17.7%, and
20.5% beneficial interest in Silver King's common stock (assuming automatic
conversion of the Series A Stock and Series B Stock at a rate of 25 shares of
Silver King's common stock for each share of Series A Stock and each share of
Series B Stock). More specifically, the following table sets forth certain
information regarding the beneficial ownership of the Company's Common Stock as
of the Record Date (as adjusted to reflect the conversion rights of the Series A
and Series B Preferred Stock, by (i) each person who, to the knowledge of the
Company, beneficially owns more than 5% of the Company's Common Stock; (ii) each
director and executive officer of the Company; and (iii) all executive officers
and directors of the Company following the Merger as a group:
<PAGE>
<TABLE>
<CAPTION>
Amount of Percentage of
Name and Address of Beneficial Beneficial
Beneficial Owner Ownership(1)(2) Ownership
<S> <C> <C>
Larry Mayle 68,942,663(3) 25.7%
c/o eNexi Inc.
20 Corporate Park, Suite 110
Irvine, CA 92606
Dr. Roger LeRoy Miller 47,014,271 17.5%
c/o eNexi Inc.
20 Corporate Park, Suite 110
Irvine, CA 92606
Michael Ames 300,897 *
c/o eNexi Inc.
20 Corporate Park, Suite 110
Irvine, CA 92606
Haywood Securities, Inc. 25,000,000(4) 9.3%
400 Burrard Street
Vancouver, BC
Canada V6C 3A6
Millworth Investments, Inc. 22,000,000 8.2%
4960 South Virginia Street
Suite 300
Reno, NV 89502
All Directors and Executive Officers as a 112,655,614 42.1%
Group (3 persons)
----------------------
</TABLE>
o Less than 1%.
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in
the rules and regulations promulgated under the Securities Exchange Act
of 1934, as amended, and accordingly, may include securities owned by
and for, among others, the spouse and/or minor children of an
individual and any other relative who has the same home as such
individual, as well as other securities as to which the individual has
or shares voting or investment power or which such person has the right
to acquire within 60 days after the Record Date pursuant to the
conversion of convertible equity, exercise of options, or otherwise.
Beneficial ownership may be disclaimed as to certain of the securities.
(2) Based upon 268,075,000 shares of Common Stock outstanding as of the
Record Date, assuming no other changes in the beneficial ownership of
the Company's securities except the Conversion of Series A and Series B
Preferred Stock and the issuance of 25,000,000 shares of Common Stock
pursuant to the exercise of outstanding warrants.
(3) Includes 601,795 shares owned by Mr. Mayle's wife. Mr. Mayle disclaims
beneficial ownership of such shares.
(4) Issuable upon exercise of presently exercisable options.
<PAGE>
The foregoing summary of the merger is qualified in its entirety by
reference to the text of the Agreement, which is attached hereto as Exhibit 2.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of the Businesses Acquired.
The financial statements required by Rule 3-05(b) of Regulation
S-X are included herein as Exhibit 99.1.
(b) Pro Forma Financial Information.
The pro forma financial information required by Article 11 of
Regulation S-X are included herein as Exhibit 99.2.
(c) Exhibits
Exhibit
Number
<TABLE>
<CAPTION>
<S> <C>
2.1 Agreement and Plan of Merger by and among Silver King Resources, Inc., Silver King Acquisition,
Inc. and eNexi Inc. and Principal Stockholders of eNexi Inc., dated March 21, 2000. (1)
99.1 Financial Statements of Silver King Resources, Inc. (2)
99.2 Pro Forma Financial Information of Silver King Resources, Inc. and eNexi Inc. (2)
</TABLE>
(1) Previously filed with the Registrant's Form 8-K filed on May 24, 2000.
(2) Incorporated by reference to the Registrant's Form SB-2 filed on June
16, 2000.
<PAGE>
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.
SILVER KING RESOURCES, INC.
Registrant
Date: July 17, 2000 By:
----------------------------------------
Larry Mayle, Chief Executive Officer
