SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 1, 2000
E-AUCTION GLOBAL TRADING INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
220 King Street West, Suite 200, Toronto, Ontario Canada M5H 1K4
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(Address of Principal Executive Offices) (Zip Code)
(416) 214-1587
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Registrant's telephone number, including area code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 1, 2000, v-Wholesaler.com B.V. (the "Purchaser"), a wholly
owned subsidiary of e-Auction Global Trading Inc. (the "Company"), completed its
acquisition of all of the issued and outstanding capital stock of Kwatrobox B.V.
("Kwatrobox"), a Netherlands corporation. Kwatrobox owns Palm Veilingsystemen
B.V. and Automatiseringsbureau Palm B.V. and 80% of the issued and outstanding
shares of Scoop Software B.V. Palm Veilingsystemen B.V., in turn, owns Nieaf
Systems B.V. (each of the aforementioned affiliates of Kwatrobox is hereinafter
referred to as a "Subsidiary" or collectively as the "Kwatrobox Subsidiaries").
Previously, the Company and the Sellers had entered into that pledge
agreement dated June 5, 2000, pursuant to which Sellers agreed to enter into an
agreement to purchase all of the issued and outstanding capital stock of
Kwatrobox. A Stock Purchase Agreement dated as of August 31, 2000 and amended by
the Postponement Agreement of August 29, 2000 (as amended, the "Purchase
Agreement"), by and among the Company, v-Wholesaler.com and each of Peces B.V.,
Rendex B.V., Van Veen Boys B.V., and Wodan B.V., all companies organized under
the laws of the Netherlands and, together, constituting all of the shareholders
of Kwatrobox (collectively, the "Sellers") was drafted and agreed to by the
Company, the Purchaser and the Sellers.
The Purchase Agreement provides that the Sellers, in exchange for all
of the issued and outstanding shares of Kwatrobox, are entitled to receive, over
a three (3) year period, (i) an aggregate sum of Four Million (4,000,000)
Guilders, in cash, and (ii) 1,250,000 Shares of the Company's common stock (the
"Common Stock") having a value for accounting purposes of $1,850,000.
In addition, the Sellers are entitled to an additional number of Common
Stock having a maximum value of One Million (1,000,000) Guilders in the event
that Kwatrobox and the Kwatrobox Subsidiaries have combined pre-tax earnings of
not less than US$1.4 Million for the three (3) years commencing on June 5, 2000
to and including June 4, 2003 (the "Three Year Period"). To the extent that the
earnings are less than US$1.4 Million for the Three Year Period but are greater
than US$1 Million for such period, the number of additional shares to be issued
shall be reduced by that number of Common Stock having a value equal to the
difference obtained by (1) $1.4 Million minus (2) such earnings. To the extent
that the Earnings for the Three Year Period are less than US$1 Million, the
Purchaser shall be under no obligation whatsoever to issue any additional shares
to the Sellers. Notwithstanding the forgoing, in no event, shall the Company be
obligated to pay the Sellers an amount in excess of 200,000 shares of the
Company's common stock.
The Company unconditionally and irrevocably guaranteed the performance
of the Purchaser under this Agreement.
The Purchase Agreement provides that on the Closing Date, each of Paul
Stok, Rene Brouwer, Kees Van Veen, and Gijs Pol, shall enter into management
agreements with the Purchaser, the Company or the relevant Kwatrobox Subsidiary,
which management agreements will contain a two year non-competition clause for
each of Messrs Stok, Brouwer, Van Veen, and Pol.
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Sellers acknowledge that the Shares to be issued as part of the
Purchase Agreement are not registered under the Securities Act of 1933, as
amended, and that neither Purchaser nor the Company shall have any obligation to
register any such Shares.
The description of the Purchase Agreement discussed above is qualified
in its entirety by reference to such agreement, which is attached as an exhibit
and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of the Business Acquired.
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Audited financial statements relating to the acquisition will
be filed by amendment within 60 days of the date this Report was required to be
filed.
(b) Pro Forma Financial Information and Exhibits.
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Pro Forma financial information relating to the acquisition
will be filed by amendment within 60 days of the date this Report was required
to be filed.
(c) Exhibits
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2.1 Purchase Agreement dated as of August 31, 2000 by and
among the Company and each of the Sellers.
2.2 Agreement re Postponement Signing SPA and Transfer
Shares Kwatrobox B.V., dated August 29, 2000 by and
among the Company and each of the Sellers.
2.3 Pledge Agreement dated June 5, 2000 by and among the
Company and each of the Sellers.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: November 22, 2000
e-Auction Global Trading Inc.,
a Nevada Corporation
By: /s/ David W.A. Hackett
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Name: David W.A. Hackett
Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Purchase Agreement dated as of August 31, 2000 by and among
the Company and each of the Sellers.
<TABLE>
<CAPTION>
List of Omitted Exhibits and Schedules to the Purchase Agreement
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<S> <C>
Schedule 1.1(f) - Business of Kwatrobox and each Subsidiary
Schedule 1.1(ff) - Payment Direction
Schedule 3.2(c) - Intellectual Property
Schedule 3.2(d) - Employment Agreements
Schedule 6.1(g) - Liens
Schedule 6.1(i) - Financial Statements of Kwatrobox and each
Subsidiary
Schedule 6.1(m) - Real Property
Schedule 6.1(o) - Insurance
Schedule 6.1(p) - Material Contracts
Schedule 6.1(q) - List of Receivables
Schedule 6.1(r)(iv) - Licenses of Intellectual Property
Schedule 6.1(s) - Licenses and Permits
Schedule 6.1(u) - Consents
Schedule 6.1(v) - Notices
Schedule 6.1(y) - No Conflict
Schedule 6.1(z)(i) - Employees
Schedule 6.1(z)(vi) - Benefit Plan
Schedule 6.1(bb) - Affiliated Transactions
</TABLE>
2.2 Agreement re Postponement Signing SPA and Transfer Shares
Kwatrobox B.V., dated August 29, 2000 by and among the company
and each of the Sellers.
2.3 Pledge Agreement dated June 5, 2000 by and among the Company
and each of the Sellers.