<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
---------
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 24, 2000
ZEBRAMART.COM, INC.
(Exact name of registrant as specified in its charter)
1301 5th Avenue, Suite 3001
Seattle, Washington 98101
(Address of principal executive offices)
(206) 262-0800
(Registrant's telephone number)
10 PIEDMONT CENTER, SUITE 900
ATLANTA, GEORGIA 30305
(Former name and former address)
---------
NEVADA 000-28713 88-0443120
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
------------
--------------------------------------------------------------------------------
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 15, 2000, zebramart.com, inc., a Nevada corporation ("Company"
or "zebramart"), and Coacqsub, Inc. ("Coacqsub"), a Georgia corporation and a
wholly owned subsidiary of zebramart, entered into an agreement and plan of
merger with MyFavoriteShoe.com, Inc., a Delaware corporation ("MyFavoriteShoe").
Pursuant to the merger agreement, on May 24, 2000, Coacqsub merged with and into
MyFavoriteShoe, and MyFavoriteShoe became a wholly-owned subsidiary of
zebramart. As consideration for the merger, each outstanding common share of
MyFavoriteShoe was converted into the right to receive 2.699367 shares of
Company's common stock. The total merger consideration equaled 63,636,364 shares
of zebramart common stock. In addition, zebramart assumed the outstanding
options to purchase MyFavoriteShoe common shares held by employees of
MyFavoriteShoe at the indicated conversion rate, subject to the appropriate
vesting schedule. The merger consideration and employee options were
collectively valued at $21,000,000 which was to be paid in Company Stock valued
at $.33 per share.
The Conversion Factor was calculated assuming that 187,702,342 shares
of Company Stock were acquired by Company and that the number of shares issuable
under Company's existing stock option plans were reduced to 35,000,000. To the
extent that this does not occur within 90 business days of the Closing, a
proportional amount of additional shares of Company Stock (not to exceed 20% of
outstanding common stock) will be issued as additional merger consideration.
ITEM 5. OTHER EVENTS.
On May 30, 2000, David Kenner resigned as a member of zebramart.com's
Board of Directors and as an officer, and is no longer serving as Chief
Executive Officer. On May 31, 2000, Roger Haggerty resigned as a member of
zebramart.com's Board of Directors and as an officer, and is no longer serving
as Chief Financial Officer. The Board of Directors of zebramart.com, which
presently consists of William G. Head, the Company's Chairman, Interim Chief
Executive Officer and founder, Sean Daly and Kevin Schuyler, is conducting a
search for a new CEO and CFO. In the interim, William G. Head will also serve as
Interim CFO of zebramart.com.
On May 31, 2000, zebramart.com closed its Atlanta office and
consolidated its operations by moving its headquarters to Seattle, Washington,
where MyFavoriteShoe.com conducts its business.
As of May 31, 2000, the Company had no cash or cash equivalents.
William G. Head has committed to use his best efforts to make a $1,000,000 to
$3,000,000 additional investment in zebramart.com within the next 30 days. Mr.
Head is not presently able to make such an investment and his ability to do so
within such 30 day period is subject to securing adequate financing. The Company
is in the process of locating additional sources of capital. The Company may not
be successful in its efforts.
Forward Looking Statements - Statements made in this Report on Form 8-K
that state the Company's or its management's beliefs or expectations which are
not historical facts or which apply prospectively are forward-looking
statements. It is important to note our actual results could differ materially
from those contained in or implied by such forward looking statements.
Additional information concerning factors that could cause actual results to
differ materially from those in the forward looking statements is contained from
time to time in zebramart.com's SEC filings. Please see the risk factors set out
in our Quarterly Report on Form 10-Q for the quarter ended April 1, 2000.
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The Company will file financial statements of
MyFavoriteShoe.com, Inc. on or before August 2, 2000.
(b) Pro Forma Financial Information.
The Company will file financial statements of
MyFavoriteShoe.com, Inc. on or before August 2, 2000.
(c) Exhibits.
10.1 Agreement and Plan of Merger, Dated as of May 16, 2000.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
zebramart.com, inc.
Date: June 8, 2000 By: /s/ William G. Head
--------------------------------
William G. Head
(Principal Financial and
Accounting Officer)
