SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) - October 6, 2000
FLEXEMESSAGING.COM, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Idaho 0-10621 82-0485978
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Level 27 Grosvenor Place, 225 George Street, Sydney, Australia NSW 2000
--------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (011) 61 2 9250 8888
--------------------
--------------------------------------------------------------------------------
(Former Name or Former Address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
The Board of Directors of Flexemessaging.com, Inc. (the "Company") have
been reviewing the merits of an exchange offer proposal from its majority
shareholder, Trade Wind Communications Limited. The eventual purpose of
this exchange offer is to redomicile the Company to Bermuda ensuring a more
efficient and cost effective management of the Company's operations.
Presently, the Company operates through eight foreign subsidiaries with all
of its operations currently concentrated in Australia. The Company has
sought to raise money in the US market and in so doing has become a
registrant under the Securities Exchange Act of 1934, as amended, and
listed its securities in the pink sheets with the intent to relist on the
Over-the-Counter Bulletin Board upon clearance of its Registration
Statement on Form 10-SB with the Securities and Exchange Commission
("SEC"). However, the efforts to raise money in the US market to assist the
Company in expanding it operations and funding its capital needs have been
unsuccessful. For this reason and as the Company's operations are
predominately centered in Australia and its reputation is well known in
Australia, the Company has determined that it would be better suited to
seek to raise funds in the Australian and Canadian markets.
In order to raise on-going funds successfully in the Australian market, the
Company is considering listing on the Canadian Venture Exchange or the
Australian Stock Exchange, but will need to simplify its corporate
structure which is currently complex and expensive. With this in mind, the
Board began reviewing several options, including the proposal of an
exchange offer with its majority shareholder. Trade Wind Communications
Limited, a holder of approximately 86% of the Company's common stock
("TWC"), proposed an exchange whereby the Company would become a
wholly-owned subsidiary of TWC and immediately thereafter, TWC would merge
the Company with and into a newly formed Bermuda subsidiary. The Company,
upon merger, would then become a Bermuda corporation succeeding to all the
business, properties, assets and liabilities of the Company and with little
or no change of management. Additionally, the Company would have the
benefit, for purposes of raising capital, of its parent's historical
financial operations, its reputation in Australia and its existing listing
on the Canadian Venture Exchange. Moreover, by reason of the exchange of
securities and pursuant to Rule 12g-3(a) under the Securities Exchange Act
of 1934, as amended, the TWC securities issued in exchange for the
Company's securities will be registered pursuant to Section 12(g) thereof.
As a result, the Company believes it would then be in a better position to
raise funds in both Australia and Canada to continuing funding its growth.
2
<PAGE>
Specifically, TWC proposes to exchange 1.754880714 of its fully paid,
non-assessable shares for each outstanding share of common stock of the
Company rounded to the nearest whole number of TWC's shares. Both companies
would enter into an Arrangement Agreement and TWC would proceed under the
laws of its state of incorporation, Bermuda, and the Bermuda Companies Act,
Section 99 to effect the exchange or statutory procedure known as a Scheme
of Arrangement (the "Scheme"). The Bermudan procedure entails seeking
approval by order of the Supreme Court of Bermuda for the Scheme, only
after first receiving approval of a majority of the shareholders of both
the Company and TWC (for purposes of Bermudan law, a majority must be
represented by 75% of the value of those attending the meeting who vote or
vote by proxy).
The Board of Directors of the Company have determined that the exchange
offer would be in the best interest of the Company and accordingly will
present the matter to its shareholders at a special meeting to be held no
later than November 7, 2000. The Board of Directors have set a record date
of October 5, 2000 and will prepare a notice of the meeting and furnish
information regarding the proposed exchange offer in a Schedule 14A proxy
statement for distribution to such holders of record on or about October
20, 2000, pending review by the SEC of the preliminary proxy statement. If
the shareholders of the Company were to approve the exchange offer, the
effective date of the transaction, including the exchange of the
securities, would be on or about December 11, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
None
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLEXEMESSAGING.COM, INC.
------------------------
(Registrant)
Dated: October 6, 2000 By: /s/ Nicholas R. Bird
------------------------------------
Nicholas R. Bird
President
4
