UNITED STATES
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): November 21,2000
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 5. OTHER EVENTS
On October 24, 2000, the Company ("Celexx" and/or the "Company"), E-Pawn.com,
Inc. (EPWN:OTCBB)("E-Pawn"), Vanguard Communications ("Vanguard"), Shawn
Greyling ("Greyling") and Doug Forde ("Forde")signed and entered into an
AGREEMENT OF SETTLEMENT AND RELEASE ("settlement agreement") to settle any and
all disputes between and among them, concerning or arising from any agreements,
rights , actions, judgements or dealings between and among them. Under the
settlement, E-Pawn shall deliver to Celexx 5,250,000 of its unregistered common
stock and Celexx shall deliver to E-Pawn 2,000,000 of its unregistered common
stock, and Celexx shall forgive the $500,000 loan to E-Pawn. Celexx also granted
to E-Pawn the right and option to buy back the 5,250,000 shares of common stock
("Option shares") of E-Pawn held by Celexx at an option price of $3.00 per share
until September 30, 2003. If the closing price per share of option shares
reaches $4.00 per share, Celexx shall have the right to demand that E-Pawn
exercise the option, and if E-Pawn fails to purchase the shares, the option
shall terminate.
The settlement agreement also provided for E-Pawn to pay Vanguard $12,000 which
E-Pawn acknowledges E-Pawn owes Celexx for delivery of equipment previously
sold, such sum being assigned to Vanguard and Celexx shall cause to deliver to
Vanguard 250,000 shares of unregistered common stock of Celexx. In addition
E-Pawn shall deliver equipment as agreed upon and Celexx shall deliver to
Greyling 1,000,000 shares of common stock of E-Pawn held by Celexx and a warrant
to purchase 250,000 shares of common stock of Celexx granting Greyling the right
to purchase the shares at $2.50 per share until October 20, 2003.
EXHIBITS:
Exhibit 10.10 - Agreement of Settlement and Release dated October 20, 2000
(mutually signed October 24, 2000) between E-Pawn.com, Inc., and Celexx
Corporation
Exhibit 10.11 - Option Agreement dated October 26, 2000 between E-Pawn.com,
Inc., and Celexx Corporation
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: November 21, 2000 By: /s/ David C. Langle
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David C. Langle
Vice President
and Chief Financial Officer
