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) June 15, 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)
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(Former name and former address, if changed since last report)
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Item 5. Other Events
(a) On June 15, 2000, the Registrant sold $4,000,000 of 6% Secured
Convertible Debentures and 1,500,000 Warrants.
(b) The Debentures and Warrants were sold to 3 accredited investors.
(c) The Debentures and Warrants were sold for an aggregate offering price
of $4,000,000. A finders fee of 5%, or $200,000, was paid in connection with the
sale of the Debentures and Warrants.
(d) The Debentures and Warrants were 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 3 accredited investors.
(e) The Debentures are convertible into shares of Common Stock of the
Registrant at a fixed conversion price of $1.75 per share.
The Warrants are exercisable to purchase Common Stock of the Registrant at
$1.50 per share.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
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10.1 Form of 6% Secured 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: June 28, 2000
By: /s/ Gary M. Goldfarb
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Gary M. Goldfarb
President
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