UNITED STATES
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): August 18,2000
CELEXX CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 000-30468
Nevada 65-0728991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7251 West Palmetto Park Road
Suite 208
Boca Raton, FL 33433-
(Address of principal executive offices) (Zip code)
561-395-1920
(Registrant's telephone number including area code)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On or about March 10, 2000, the Company's ("Celexx" and/or the "Company")
president signed an omnibus agreement with E-Pawn.com, Inc.
(EPWN:OTCBB)("E-Pawn") whereby, under certain conditions: (a) E-Pawn was to
purchase 1,000,000 shares of Celexx common stock at $5.00 per share in cash, (b)
Celexx would receive payments for management fees as the appointed manager of
E-Pawn and, (c) upon the final funding of 1,000,000 shares of Celexx Common
Stock at $5.00 per share E-Pawn would have the option to exchange $50 million in
market value of E-Pawn common stock for $50 million in market value of Celexx
common stock with a duplicate option for an additional $50,000,000 for a one
year period. The closing of the above transactions was to occur on or before
March 31, 2000. At E-Pawn's request in April 2000 an amendment to the agreement
was signed to provide for the exchange of 1,000,000 restricted shares of Celexx
common stock for 1,000,000 shares of freely trading common stock of E-Pawn to
satisfy the cash payment for the 1,000,000 Celexx shares. The option arrangement
was also amended to be completed with an exchange of 10 million shares of E-Pawn
shares for 12 million shares of Celexx common stock. Celexx issued the 1,000,000
shares of common stock to E-Pawn on April 13, 2000 and contemporaneously, loaned
$500,000 to E-Pawn in the form of an unsecured, short-term demand loan. The
agreement and amendments were at all times subject to various approvals,
including the Celexx Board of Directors. The granting of the $50 million stock
exchange would have represented a change in control and, as a merger
transaction, required Celexx shareholder approval.
Prior to Celexx obtaining approvals for the above described
transaction, the President of E-Pawn was indicted by the United States
Department of Justice for securities violations and E-Pawn was made the target
of further investigations. Further, the SEC suspended trading in E-Pawn stock
due to lack of current information and inaccurate information. In addition, at
no time did E-Pawn ever appoint the Company as its manager, although services
were performed. Nor, did E-Pawn effect the share exchange option.
Based on the above events, the SEC's allegations that E-Pawn disseminated
false information and the possibility that the investigation of E-Pawn might
reveal other securities law violations, the Company determined that the above
agreement was never properly approved or consummated and has been taking steps
to rescind the transaction, unwind the transfer of shares and pursue collection
of the loan receivable. The Company's counsel has opined that the above
transaction was void ab initio (from the beginning) and the Company has informed
its transfer agent to cancel the shares issued to E-Pawn. In response to the
Company's action, E-Pawn has commenced suit to enforce only those sections of
the agreement which the Company believes are favorable to E-Pawn. The Company
has moved to dismiss the Complaint and intends to vigorously defend the action.
Celexx's counsel believes that the lawsuit is frivolous and is of the opinion
that the Company will prevail.
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ITEM 7 EXHIBITS
Exhibit 1 - Investment Agreement dated March 10, 2000 between E-Pawn.com, Inc.,
and Celexx Corporation
Exhibit 2 - Amendment to Investment Agreement dated March 10, 2000 between
E-Pawn.com, Inc., and Celexx Corporation, dated April 3, 2000
Exhibit 3 - Amendment to Investment Agreement dated March 10, 2000 between
E-Pawn.com, Inc., and Celexx Corporation, dated April 12, 2000
SIGNATURE
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.
CELEXX CORPORATION
Date: August 18, 2000 By: /s/ David C. Langle
----------------
David C. Langle
Vice President
and Chief Financial Officer
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Exhibit 1
E-PAWN.COM - CELEXX
INVESTMENT AGREEMENT
THIS AGREEMENT is made on March 10, 2000 by and between
E-Pawn.com, Inc., a Nevada corporation with offices in Coral Springs,
Florida ("EPWN"), and
CeleXx CORPORATION, a Nevada corporation with offices in Boca Raton,
Florida ("CLXX").
RECITALS
WHEREAS, EPWN is a diversified internet services company with
multi-dimensional capabilities as a internet portal, e-commerce software and
program developer, and with online auction and marketing expertise which desires
to expand its business interests through strategic alliances and investments;
and
WHEREAS, CLXX is a diversified services company in the information
technology industry with expertise in internet and computer based training and
corporate management services which desires to expand its alliances with
internet companies; and
WHEREAS, EPWN and CLXX have mutual development interests and EPWN
desires to acquire equity in CLXX,
NOW, THEREFORE, in consideration for the promises and actions to be
taken as provided herein, EPWN and CLXX agree as follows:
1. PURCHASE OF CLXX COMMON STOCK. EPWN shall purchase 1,000,000 shares
of common stock of CLXX at $5.00 per share. The shares shall be delivered as
fully paid, non-assessable shares against payment for the shares.
2. PAYMENT FOR THE SHARES OF COMMON STOCK. The purchase of 500,000
shares shall occur not later than 30 days from the date of this Agreement. The
balance of 500,000 shares shall be purchased within 90 days of the date of this
Agreement.
3. STOCK FOR STOCK INVESTMENT AND EXCHANGE. On the date of the final
funding of the purchase of the 1,000,000 shares of CLXX common stock and for a
period of one year from the final funding date, EPWN shall have the right to
acquire additional shares of common
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stock of CLXX with a market value of $50,000,000 based on the average over 10
trading days before the notice of exercise of the exchange right of the median
between the bid and ask price quoted for the shares by the three largest market
makers of the CLXX stock. As consideration for the acquisition of the CLXX
stock, EPWN shall deliver $50,000,000 in market value of its common stock
determined by the same method as the determination of the number of shares of
CLXX above.
4. DUPLICATION OPTION. After the completion of the transactions
described in paragraphs 1 through 3 above, EPWN shall have the right and option
at any time for up to one year following the completion of the initial
transactions to repeat the transaction by purchasing 1,000,000 shares at the
market bid price on the date of electing to exercise the option. The exchange of
the $50,000,000 in market value of common shares shall also be followed on the
same terms as paragraph 3.
5. CORPORATE GOVERNANCE. After the purchase of the initial 500,000
shares, EPWN and CLXX shall each nominate a person to serve as a director of the
other company.
6. ADJUSTMENT FOR RECAPITALIZATION. In the event that either party
causes the common stock to be modified by any recapitalization, dividend, split
or similar organic change, then the shares to be delivered or exchanged shall be
adjusted to a number equivalent to the number of shares that would have been
exchanged under this Agreement but for the recapitalization or organic change.
7. MANAGEMENT AGREEMENT EPWN shall enter into a management services
agreement with CLXX. Under the Agreement, CLXX shall become responsible for
general administration, mergers and acquisitions, accounting and legal services,
website design and internet services for EPWN and its operating subsidiaries and
affiliates.
8. INVESTMENT REPRESENTATIONS. EPWN and CLXX represent and warrant to
each other respectively the following:
a. Each Party is acquiring the shares exchanged, delivered, and
acquired for investment purposes and not with a view to
redistribution.
b. Each Party acquiring shares is familiar with the business and
affairs of the EPWN and CLXX respectively and each Party has had
the opportunity to ask any question of the officers of the
respective companies that the Party deems necessary for the
purpose of making an informed investment decision.
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c. Each Party understands and has conducted an independent review
evaluating the merits and risks of an investment in the shares
of EPWN and CLXX, including the tax consequences of the
exchange and investment.
d. Each Party understands that no agency has rendered any finding
relating to the fairness of the transaction.
9. RESTRICTIONS AND REGISTRATION RIGHTS. The shares of E-Pawn and CLXX
and the transactions in the shares offered for the exchanges provided in this
Agreement have not be registered with either the Securities & Exchange
Commission or any state regulatory authority. Each Party receiving shares shall
have the right to request that the issuing company register the shares. The
company will use its best efforts to effect the registration under the
Securities Act. All costs will be paid by the issuer, but any selling costs will
be borne by the selling shareholder.
10. PRE-CLOSING COVENANTS. The Parties agree as follows with respect
to the period between the execution of this Agreement and the Closing:
a. Each of the Parties will use his or its reasonable best
efforts to take all action and to do all things necessary in
order to consummate and make effective the transactions
contemplated by this Agreement.
b. EPWN and CLXX shall grant to representatives of each company
full access at all reasonable times to their books, records,
property and personnel for the purpose of concluding a due
diligence review.
c. None of the Parties will solicit, initiate, or encourage the
submission of any proposal or offer from any person not a
party to this Agreement relating to the acquisition and
exchange contemplated by this Agreement.
d. EPWN and CLXX shall have filed all required documents with the
Securities and Exchange Commission and other regulatory
agencies and each shall be current with the all regulatory and
tax authorities with all forms and filings.
11. CLOSING. The closing of the transactions contemplated by this
Agreement shall take place in the offices of CLXX in Boca Raton, Florida. The
closing shall occur on or before March 31,2000.
12. EXPENSES AND BROKERS. Each Party shall bear its own costs and
fees incurred in connection with this Agreement. No Party has an obligation
to pay any broker or finder in connection with the transactions associated with
the exchange of shares.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of date
first written above.
E-PAWN.COM, INC. CELEXX CORPORATION
By /s/ Eli Leibowitz, President By /s/ Doug Forde, President
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Exhibit 2
AMENDMENT AND EXTENSION OF
INVESTMENT AGREEMENT AND
NOTICE OF EXERCISE OF OPTION
Reference is made to the Investment Agreement between E-Pawn.com, Inc.
and CeleXx Corporation dated March 10,2000.
The Investment Agreement is amended as follows:
1. PARAGRAPH 2 is amended to provide that EPWN shall purchase
1,000,000 shares of common stock of CLXX by arranging for the
transfer and delivery to the account of CLXX of 1,000,000
shares of EPWN common stock which is free trading. The
delivery satisfies the payment for the 1,000,000 shares of
CLXX which will be transferred to EPWN.
2. EPWN gives notice of its exercise of the option referred to in
paragraph 3 of the Investment Agreement to exchange
$50,000,000 market value of EPWN common stock for $50,000,000
market value of CLXX common stock. EPWN and CLXX agree that
the exchange shall be effected by delivery and exchange of
10,000,000 shares of EPWN common stock for 12,000,000 shares
of CLXX common stock.
3. CLXX board of directors shall elect Eli Leibowitz as a
director of CLXX at the opportunity for a meeting or consent.
4. All other terms of the Investment Agreement shall remain in
full force and effect as originally agreed.
Signed this April 3, 2000
E-PAWN.COM, INC CELEXX CORPORATION
By /s/ Eli Leibowitz /s/ Doug Forde
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Exhibit 3
AMENDMENT AND EXTENSION OF
INVESTMENT AGREEMENT AND
NOTICE OF EXERCISE OF OPTION
Reference is made to the Investment Agreement between E-Pawn.com, Inc.
and CeleXx Corporation dated March 10,2000.
The Investment Agreement is amended as follows:
1. PARAGRAPH 2 is amended to provide that EPWN shall purchase
1,000,000 shares of common stock of CLXX by arranging for the
transfer and delivery to the account of CLXX of 1,000,000
shares of EPWN common stock which is free trading. The
delivery satisfies the payment for the 1,000,000 shares of
CLXX which will be transferred to EPWN.
2. Paragraph 3 of the Investment Agreement providing for the
exchange of $50,000,000 market value of EPWN common stock for
$50,000,000 market value of CLXX common stock is amended to
provide that EPWN shall have the option to exchange 10,000,000
shares of EPWN common stock for 12,000,000 shares of CLXX
common stock for the purpose of the initial exchange and
investment right, EPWN by signing this amendment gives notice
of exercise of the option, and CLXX shall deliver the shares
against the delivery of the EPWN shares.
3. CLXX board of directors shall elect Eli Leibowitz as a
director of CLXX at the next opportunity for a meeting or
consent.
4. All other terms of the Investment Agreement shall remain in
full force and effect as originally agreed.
Signed this April 12, 2000
E-PAWN.COM, INC CELEXX CORPORATION
By /s/ Eli Leibowitz /s/ Doug Forde
