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
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Date of Report (Date of earliest event reported) August 31, 2000
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WORLDCAST INTERACTIVE, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-24283 65 062 3427
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
2821 East Commercial Boulevard, Suite 202, Fort Lauderdale, Florida 33308
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (954) 771-7950
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20283 State Road 7, Suite 300, Boca Raton, Florida 33498
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(Former name or former address, if changed since last report)
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ITEM 5. Other Events.
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WorldCast Interactive, Inc. ("WorldCast") and its wholly-owned
subsidiary, ConvergIT, Inc. ("ConvergIT"), have entered into an Agreement and
Plan of Merger , originally dated May 8, 2000 ("Merger Agreement") with Cable
Tech, Inc. ("Cable Tech") and Cable Tech's wholly-owned subsidiary, Lyncs
Technologies, Inc. ("Lyncs Technologies"). The Merger Agreement provided, among
other things that upon the terms and subject to conditions therein, for the
merger of ConvergIT into Cable Tech. Cable Tech, the surviving corporation,
became a wholly-owned subsidiary of WorldCast. Cable Tech and ConvergIT made the
appropriate filings to complete the Merger Agreement with the State of
California and State of Florida on August 31, 2000 and August, 17, 2000,
respectively.
Under the Merger Agreement, all of the shares of capital stock of Cable
Tech issued and outstanding are exchanged for 865,067 shares of Series B
Convertible Preferred Stock of WorldCast. The owners of Series B Convertible
Shares are entitled to convert those preferred shares to common shares on a
semi-annual basis. Each preferred share has voting rights equivalent to 4.6245
shares of WorldCast common stock and shall be converted into 4.6245 shares of
WorldCast common stock upon the election of the preferred shareholder. Preferred
shareholders are also provided with liquidation preferences in the amount equal
to $9.25 per share, adjusted to reflect a price increase of 10% per annum,
compounded daily, plus any and all accrued and unpaid dividends. The preferred
shareholders shall elect a majority of WorldCast's board of directors if
WorldCast fails to obtain the following requirements by June 30, 2001:
1) obtaining of $5,000,000 of funding;
2) increase Cable Tech's "run rate" by $5,000,000 during the 12
month period ended June 30, 2001;
3) obtain a listing of WorldCast's common stock on the OTC
bulletin Board; and
4) settle all Cable Tech's debts and obligations secured by
personal guarantee or surety agreements existing as of June
30, 2000.
If WorldCast fails to obtain the requirements by June 30, 2001, the preferred
shareholders will retain the right to elect a majority of the board of directors
until the Company satisfies the above requirements.
In connection with the execution of the Merger Agreement, WorldCast,
Perrins Management Corporation ("Consultant") and Robert H. Perrins, Jr.,
entered into a Consulting Agreement ("Consulting Agreement"). Under this
Agreement, the Consultant shall provide consulting services to WorldCast for a
period of one year commencing July 1, 2000. In consideration of the services,
Mr. Perrins shall be granted and issued 7,760,000 units of WorldCast share
appreciation rights ("SAR") convertible into 7,760,000 shares of
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common stock of WorldCast at a conversion ratio of 1:1 or, at the sole election
of Mr. Perrins, each SAR unit may be converted into cash at the rate of $.40 per
SAR unit, subject to a claw-back provision set forth in the Consulting
Agreement. The claw-back provision provides that in the event that the share
price of common stock of WorldCast is $2.00 per share or more on July 1, 2001
(or 90 days prior thereto), then 3,000,000 of the 7,760,000 SAR units issued to
Bob Perrins will be canceled and the total consideration Bob Perrins is entitled
will be the remaining SAR units. In further consideration of the services to be
provided by the Consultant, WorldCast shall pay the Consultant a consulting fee
of $20,833.00 per month for an additional term of 2 years.
In addition, WorldCast, Perrins Management Corporation, and Robert H.
Perrins, Jr., entered into a financial accommodation agreement pursuant to which
WorldCast will issue Mr. Perrins 1,187,104 shares of WorldCast common stock, in
lieu of and in full satisfaction of a repayment of a loan payable to Mr. Perrins
in the amount of $454,008.39.
The foregoing summaries of the Merger Agreement and Consulting
Agreement are qualified in their entirety by reference to the full text of such
agreements, a copy of which are filed hereto.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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a. Financial Statements
The Company shall file financial statements by an amendment to
this Form 8-K within 60 days from the due date of this filing.
b. Exhibits
1(a) Agreement and Plan of Merger dated May 8, 2000 by and
among WorldCast Interactive, Inc., ConvergIT, Inc.,
Cable Tech, Inc., and Lyncs Technologies, Inc.
1(b) Amendment to Agreement and Plan of Merger dated
June 30, 2000.
1(c) Second Amendment to Agreement and Plan of Merger dated
July 24, 2000.
2(a) Consulting Agreement between WorldCast Interactive,
Inc., Perrins
Management Corporation and Robert H. Perrins, Jr.,
dated May 8, 2000.
2(b) Addendum to Consulting Agreement dated June 30, 2000.
2(c) Certificate of Determination of Share Appreciation
Rights.
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3(a) Articles of Amendment to the Articles of Incorporation
designating Series B Preferred Stock.
3(b) Articles of Merger filed with State of Florida.
3(c) Merger Agreement filed with the State of California.
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SIGNATURES
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 hereunto duly authorized.
WORLDCAST INTERACTIVE, INC.
By: /s/ Robert S. Kelner
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Robert S. Kelner, President
DATED: September 5, 2000
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