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): December 19, 2000
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FUSION NETWORKS HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23900 51-0393382
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification Number)
8115 N.W. 29th Street, Miami, Florida 33122
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(Address of principal executive offices)(Zip Code)
(305) 477-6701
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(Registrant's telephone number, including area code)
(Former name and former address, if changed since last report)
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Item 5. Other Events
On December 19, 2000, Fusion Networks Holdings, Inc. (the "Company")
entered into a Convertible Debenture Purchase Agreement with GEM Global Yield
Fund Limited ("GEM") pursuant to which the Company agreed to sell, and GEM
agreed to purchase, $750,000 of 3% Convertible Debentures and 500,000 Warrants.
The Debentures are convertible into shares of Common Stock of the Company at a
conversion price equal to the lesser of $0.4875 per share or 85% of the average
of the three lowest weighted average prices during the thirty trading days prior
to conversion. The Warrants are exercisable to purchase Common Stock of the
Company at $0.4875 per share.
The Debentures and Warrants will be sold for an aggregate offering
price of $750,000 within five business days after the effective date of a
registration statement covering the resale of the underlying shares of Common
Stock. A commitment fee of 3%, or $22,500, will be paid in connection with the
sale of the Debentures and Warrants.
The Debentures and Warrants will be sold pursuant to the exemption from
registration set out in Rule 506 as promulgated pursuant to Section 4(2) of the
Securities Act of 1933. The securities were offered without general solicitation
in a privately negotiated transaction with a single accredited investor.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
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10.1 Form of 3% Convertible Debenture
10.2 Form of Warrant.
10.3 Registration Rights Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
FUSION NETWORKS HOLDINGS, INC.
Dated: December 27, 2000 By: /s/ Gary M. Goldfarb
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Gary M. Goldfarb
President
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