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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: September 19, 2000
(Date of Earliest Event Reported)
FOODVISION.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
0-28521 58-2466626
(Commission File Number) (I.R.S. Employer Identification No.)
2275 Northwest Parkway
Suite 150 A
Marietta, Georgia 30067
(Address of Principal Executive Offices) (Zip Code)
(770) 690-8385
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On July 11, 2000 Foodvision.com entered into an agreement where it will
provide iWon.com with both exclusive and shared content for its new food
channel. Foodvision.com's "Ask the Chef", "Ask the Wine Expert", (users ask
questions directly to both Foodvision.com's in-house corporate chef and wine
expert respectively, with guaranteed answers within 24-48 hours), will be
integrated and co-branded as exclusive content on iWon.com's food channels.
Foodvision.com will also provide its extensive recipe database, cooking
resources, and a cyber-enriched shopping center as part of iWon.com's and
Foodvision.com's shared-content agreement. This partnering is expected to
bolster Foodvision.com's exhibited robust growth and brand penetration in the
marketplace.
It is anticipated that through this alliance, iWon.com can now provide
its users with highly diverse and content rich information on everything
food-related to both its consumer and professional visitors. Access to the
Internet's one-stop food portal opens up a whole new world of food to iWon.com's
users.
According to www.MediaMetrix.com, June 2000, iWon.com.com ranks #25 in
the top 50 US web and digital properties for 2000 for the month of June.
Launched only ten months ago, iWon currently attracts one out of every nine
people who visit the Web from work, and one out of every ten people who visit
the web from home. iWon has also been ranked #1 in User Satisfaction among the
leading search engines and portal sites (NPD Search and Portal Tracking Study).
iWon.com provides users with world-class content and functionality with leading
partners such as Associated Press, CBS, Inktomi, CBS MarketWatch, RealNames,
Reuters, TheStreet.com, Travelocity, and WeatherNews Inc.
The statements contained in this release, which are not historical
facts, may be deemed to contain forward-looking statements, including, but not
limited to, deployment of new services, growth of the customer base, and growth
of the service area, among other items. Actually results may differ materially
from those anticipated in any forward-looking statement with regard to
magnitude, timing, or other factors. Deviation may result from risk,
uncertainties, including, without limitation, our Company's dependence on third
parties, market conditions for the sale of services, technical factors affecting
networks, availability of capital, and other risk and uncertainties. The Company
disclaims any obligation to update information contained in any forward-looking
statements.
In our 8-Kdated August 3, 2000, we stated that we would provide PRO
FORMA financial statements with respect to our merger with Glue Acquisition
Corp. Inc. ("Glue"). Glue, which was a wholly-owned subsidiary of Foodvision
with no prior operations, had previously purchased certain software from
eDigital Markets.com, Inc. ("eDigital"), as more fully disclosed in that earlier
8-K.
Subsequent to the merger, our accountants advised us that since the
merger was with a wholly-owned subsidiary with no prior operations, the
transaction would not constitute the "acquisition of a business" as that concept
is contemplated by the Commission's accounting regulations. This, in turn, we
were advised, meant that we would not be required to prepare and file the
audited PRO FORMA financial statements which otherwise might normally be
required. Our accountants also indicated that it appeared to them that the the
acquisition of the assets (i.e., the software) from edigital might also not
constitute the acquisition of a "business", so that, therefore, for that reason
as well, we would not be required to prepare audited PRO FORMA financial
information.
Consequently, we will not be filing PRO FORMA audited financial
statements with respect to the merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in behalf of the
Registrant and in the capacities and on the dates indicated.
FOODVISION.COM, INC.
Dated: September 19, 2000 By: /s/ PAUL R. SMITH
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Paul R. Smith, Chairman,
CEO and President
Dated: September 19, 2000 By: /s/ RAJ KALRA
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Raj Kalra, Director,
Chief Operating Officer
