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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 26, 2000
POLITICS.COM, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-27591 33-0836078
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(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
2530 S. Rural Road, Tempe, AZ 85282
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(Address of Principal Executive Offices) (Zip Code)
(602) 731-9100
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Registrant's telephone number, including area code
1100 New York Avenue, NW, Mezzanine Level, Washington, DC 20005
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On August 10, 2000, Politics.com, Inc., a Delaware corporation (the
"Registrant"), filed a Form 8-K (the "Original 8-K"), regarding the of issuance
40,100,000 shares of its common stock, $0.00001 par value per share, to Medinex
Systems, Inc., a Delaware corporation formerly known as Netivation.com, Inc.
("Medinex"), in exchange for of all of the issued and outstanding capital stock
of Raintree Communications Corporation, Public Disclosure, Inc., Net.Capitol,
Inc., and U.S. Congress Handbook, Inc., along with certain other
politically-related assets (collectively, the "Assets"). In order to effectuate
the sale of the Assets from Medinex to the Registrant, the parties entered into
an Asset Purchase Agreement dated as of July 14, 2000 (the "Purchase
Agreement"). The transaction contemplated by the Purchase Agreement is
hereinafter referred to as the "Transaction."
Effective as of July 26, 2000, Medinex and the Registrant, entered into an
Agreement (the "Agreement") to void the Transaction ab initio (that is, at its
inception), with the effect that (i) Medinex remains the owner of all of the
Assets, and (ii) the 40,100,000 shares of common stock of the Registrant
issuable to Medinex in the Transaction are restored to the status of authorized
but unissued shares. Accordingly, the change of control of the Registrant
previously disclosed in Item 1 of the Original 8-K is deemed not to have
occurred. In addition, the Purchase Agreement and all documents executed or
delivered in connection therewith were terminated ab initio.
Pursuant to the Agreement, in order to restore the parties to their respective
positions immediately prior to the execution of the Purchase Agreement, Medinex
will (i) be responsible for substantially all liabilities incurred by the
Registrant after July 26, 2000 until the closing of the transaction contemplated
by the Agreement (the "Closing"), (ii) pay the cash portion of certain
settlements at the Closing in the amount of $52,217 and pay $75,000 at the
Closing to the Registrant's legal counsel for fees and expenses incurred to
date, and (iii) host and provide basic maintenance of the "Politics.com" website
for up to 6 months; and the Registrant will (i) pay to Medinex an amount equal
to 50% of the amount by which the net proceeds from the sale of the
"Politics.com" URL and related technology exceed $500,000, and (ii) issue to
Medinex at the Closing 100,000 shares of its common stock.
In light of the Agreement, the information disclosed in Item 1 of the Original
8-K is no longer correct as a change of control is deemed not to have occurred
and the information disclosed in Item 2 of the Original 8-K is no longer
reflective of the Registrant's current business. As a result the financial
statements required pursuant to Item 310 of Regulation S-B(c) and (d), which
were to be filed as an amendment to the Original 8-K not later than sixty (60)
days from the date the Original 8-K was due, are not necessary. Accordingly,
such financial statements are not included with this Amendment to the Original
8-K.
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ITEM 7. EXHIBITS
(a) EXHIBIT.
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Exhibit No. Description of Exhibit
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2.1* Agreement to Unwind
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2.2** Asset Purchase Agreement (Incorporated
herein by reference to the Current
Report on Form 8-K of the Registrant
filed on August 10, 2000).
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* Filed herewith.
** In accordance with Rule 12b-32 of the Securities Exchange Act of 1934, as
amended, reference is made to the document previously filed with the Commission.
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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: October 10, 2000 Politics.com, Inc..
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(Registrant)
By: /s/ Howard R. Baer
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Howard R. Baer
President & CEO
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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2.1* Agreement to Unwind
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2.2** Asset Purchase Agreement (Incorporated
herein by reference to the Current
Report on Form 8-K of the Registrant
filed on August 10, 2000).
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* Filed herewith.
** In accordance with Rule 12b-32 of the Securities Exchange Act of 1934, as
amended, reference is made to the document previously filed with the Commission.
