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U.S. 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 (Earliest event reported): October 5, 2000
EBIZ ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-27721 84-1075269
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
15695 NORTH 83RD WAY
SCOTTSDALE, ARIZONA 85260
(Address of Principal/Executive Offices)
(480) 778-1000
(Registrant's Telephone Number Including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 5, 2000, Ebiz Enterprises, Inc. completed the acquisition of
LinuxMall.com, Inc. by merger of LinuxMall into a newly formed wholly owned
subsidiary of Ebiz. Under the terms of the final transaction, Ebiz agreed to
issue approximately 7,240,000 shares of its common stock in exchange for
cancellation of all outstanding common stock and certain preferred securities of
LinuxMall. An additional approximate 2,510,000 shares will be issued in January,
2001 upon conversion of the remaining outstanding preferred securities. At the
October 4, 2000 closing price of $1.281 per share, the value of all shares to be
issued to acquire LinuxMall equals approximately $12,490,000. The transaction
will be accounted for under the purchase method of accounting.
The exchange ratios are 1.8 shares of Ebiz's common stock for all common
stock of LinuxMall and 2 shares of its common stock for the preferred securities
of LinuxMall. Ebiz also assumed obligations of LinuxMall to issue Ebiz's common
stock upon exercise of certain outstanding options and warrants of LinuxMall
upon exercise by the holders of these securities.
Ebiz common stock issued in the transaction is to be issued to the holders
of LinuxMall's outstanding common stock and preferred securities. No
pre-existing relationship between these holders and Ebiz exists. Southwest
Securities, Inc. advised Ebiz in connection with the acquisition and rendered
its opinion that the transaction was economically fair to the shareholders of
Ebiz.
Under the terms of the acquisition, Jeffery I. Rassas is to be appointed as
the Chairman and Chief Strategic Officer of the combined company, David Shaw as
the Chief Executive Officer, Stephen Herman as the Chief Operations Officer and
Ray Goshorn as the Chief Financial Officer. Mr. Shaw and Mark Bolzern are to be
appointed as members of Ebiz's Board of Directors and additional directors are
to be determined. Chuck Mead will also be appointed as the Chief Technical
Officer of the combined company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Financial statements of LinuxMall will be submitted within 60 days of this
filing.
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EXHIBITS
10.14* Agreement and Plan of Merger, dated August 7, 2000, between Ebiz,
LinuxMall.com, Inc. ("LINUXMALL") and LinuxMall Acquisition, Inc.
("MERGER SUB")
10.15* First Amendment to Agreement and Plan of Merger, dated October 3, 2000,
between Ebiz, LinuxMall and Merger Sub
10.16* Registration Rights Agreement, dated October 5, 2000 between Ebiz,
LinuxMall and Merger Sub
10.17* Shareholder Voting Agreement and Proxy, dated October 5, 2000 by Jeffrey
J. Rassas
10.18* Shareholder Voting Agreement and Proxy, dated October 5, 2000 by Stephen
C. Herman
10.19* Compensation Agreement, dated October 5, 2000, between Ebiz and
LinuxMall
* Incorporated by reference from Ebiz's Form 10-KSB for the fiscal year ended
June 30, 2000 filed with the Securities and Exchange Commission on October
13, 2000.
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.
Dated: October 20, 2000. EBIZ ENTERPRISES, INC.
By: /s/ Ray Goshorn
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Ray Goshorn
Chief Financial Officer
