<PAGE>
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)..............September 12, 2000
TSET, Inc.
----------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Nevada 000-30191 87-0440410
--------------------- ------------------------- -----------------------
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) (identification number)
333 South State Street, PMB 111, Lake Oswego, Oregon 97034
-----------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's Telephone number, including area code: (503)293-1270
-------------
(former, name, address and former fiscal year, if changed since last report)
-1-
<PAGE>
Item 5. Other Events
Sale of Shares of EdgeAudio.com, Inc. As of September 12, 2000,
-------------------------------------
EdgeAudio.com, Inc. ("EdgeAudio"), an Oregon corporation and wholly-owned
subsidiary of TSET, Inc., sold twenty-five thousand (25,000) shares of newly-
authorized preferred stock equal to twenty percent (20%) of the total shares of
EdgeAudio (the "Preferred Shares") in a cash transaction to a private investor.
EdgeAudio, TSET and the investor also entered into a Shareholders Agreement
which provides, among other things, EdgeAudio the right of first refusal in
connection with any proposed transfer of the EdgeAudio common shares owned by
TSET or the Preferred Shares owned by the investor.
EdgeAudio's articles of incorporation were also amended to provide that the
Preferred Shares be entitled to, among other things, certain dividend and
liquidation preferences, conversion rights, and voting power such that the
Preferred Shares will represent voting control of EdgeAudio; however, the
Company retains the right to veto a certain class of transactions. Registration
rights were also granted with respect to the Preferred Shares.
Certain provisions of the Agreement and Plan of Reorganization, dated as of
May 4, 2000, pursuant to which the Company acquired sole ownership of EdgeAudio,
were also amended to, among other things, reflect changes in executive
management, composition of EdgeAudio's board of directors, and vesting in
EdgeAudio's board of directors authority for certain actions that previously
were subject to the Company's control or consent.
Item 7(c). Exhibits
The following exhibits are filed as part of this report in accordance with
the provisions of Item 601 of Regulation S-B:
Exhibit Name of Exhibit
------- ---------------
2.0 Amendment to Agreement and Plan of Reorganization
3.4 Amended Articles of Incorporation of EdgeAudio.com, Inc.
10.1 Shareholders Agreement
10.2 Preferred Stock Purchase Agreement
-2-
<PAGE>
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 thereunto duly authorized.
Dated: September 21, 2000 TSET, Inc.
By: /s/Jeffrey D. Wilson
-----------------
Jeffrey D. Wilson
(Chairman and
Chief Executive
Officer)
-3-
