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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) 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)
1100 New York Avenue, NW, Mezzanine Level, Washington, DC 20005
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (202) 737-2277
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2530 S. Rural Road, Tempe, AZ 85282
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 26, 2000, the Registrant issued 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"), representing the
amount of consideration specified in the Asset Purchase Agreement between the
Registrant and Medinex dated July 14, 2000, in exchange for the transfer to the
Registrant 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
(the "Acquisition"). The shares issued to Medinex are "restricted securities"
(within the meaning of Rule 144 under the Securities Act of 1933, as amended)
and are subject to a six (6) month contractual restriction on transfer. In
connection with the Acquisition, Howard R. Baer and Kevin C. Baer (and their
affiliates), (i) cancelled in the aggregate approximately $1,400,000 of
indebtedness owed to them by the Registrant and (ii) surrendered to the
Registrant an aggregate of 1,166,307 shares of the Registrant's common stock,
$0.00001 par value per share.
Immediately prior to the Acquisition, the Registrant was controlled by
Howard R. Baer and Kevin C. Baer. As a result of the Acquisition, Medinex gained
control of the Registrant by acquiring 40,100,000 shares of the Registrant's
common stock, $0.00001 par value per share, which represents just more than 80%
of the issued and outstanding capital stock of the Registrant. The determination
of the number of shares of the Registrant's common stock, $0.00001 par value per
share, issued to Medinex in connection with the Acquisition was the result of
arm's-length negotiations between the Registrant and Medinex, based upon the
Registrant's and Medinex's evaluation of the fair market value of the acquired
assets.
The physical assets acquired by the Registrant were used by Medinex in
connection with its Internet politics and public policy business, which includes
content, products and services designed for candidates for political office,
voters, political organizations, politic action committees and lobbyists. The
Registrant intends to continue such use of the physical assets acquired.
As part of the Acquisition, Howard R. Baer and Kevin C. Baer have
resigned from their positions as officers and directors of the Registrant, the
size of the Board of Directors has been reduced from five (5) to three (3)
members, and Anthony J. Paquin and Glen Hughlette have been appointed as
directors until the next annual meeting of the stockholders of the Registrant.
Glen Hughlette has additionally been elected to serve as CEO, president,
secretary and treasurer of the Registrant. The Registrant plans to expand the
size of its Board of Directors to seven (7), and the Board of Directors will
elect the four (4) persons nominated by Howard R. Baer, Anthony J. Paquin, and
Glen Hughlette to fill the resulting vacancies.
Prior to the Acquisition, there was no material relationship between
the Registrant, and its affiliates, on the one hand, and Medinex, and its
affiliates, on the other hand.
ITEM 2. ACQUISITION OF ASSETS
Please refer to Item 1, Changes in Control of Registrant, for a
description of the transaction in which the Registrant acquired certain assets
of Medinex.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impracticable at
this time for the Registrant to file the required financial statements with
respect to the business acquisition described in Item 2 of this Form 8-K. The
required financial statements will be filed not later than sixty (60) days from
the date this report is filed.
(b) EXHIBIT.
Exhibit No. Description of Exhibit
2 Asset Purchase Agreement
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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.
Politics.com, Inc..
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(Registrant)
Date: August 10, 2000 By:/s/ GLEN HUGHLETTE
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Glen Hughlette
(President)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2 Plan of Acquisition
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