Form 8-K
UNITED STATES SECURITIES AND EXCHANGE COMISSION
Washington, D.C. 20549
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 29, 2000
EPICEDGE, INC.
(Exact name of Registrant as specified in its charter)
Texas
(State or Other Jurisdiction of
Incorporation or Organization)
0-9129 75-1657943
(Commission File Number) (IRS Employer Identification Number)
3200 Wilcrest
Suite 370
Houston, Texas 77042-3366
713-784-2374
(Address and telephone number of principal executive offices)
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Item 5. Other Events
Sale of $2,000,000 of unregistered common stock and appointment of
Robert G. Allison to the Board of Directors 2
Resignation of Charles H. Leaver, Jr. as Chief Executive Officer and
Vice Chairman 2
Appointment of Jenkens & Gilchrist, P.C. as General Counsel 2
Item 7. Exhibits
99.1 Press Release dated September 29, 2000
99.2 Stock Purchase Agreement
99.3 Shareholders' Agreemnt
99.4 Registration Rights Agreement
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Item 5. Other Events
On September 29, 2000, we sold 2,000,000 shares of our
unregistered common stock for $2,000,000 to two of our current investors,
Edgewater Private Equity Fund III, L.P. and Fleck T.I.M.E. Fund L.P. pursuant to
a stock purchase agreement. The stock purchase agreement provides for two
additional board members to be appointed by Edgewater. Robert G. Allison, a
senior partner of the Edgewater Private Equity Funds was appointed to our Board
of Directors on September 29, 2000.
On September 29, 2000, Charles H. Leaver, Jr. resigned from his
position as our Chief Executive Officer and Vice Chairman. Jeffrey S. Sexton,
our President and Chief Operating Officer, was appointed interim Chief Executive
Officer by our Board of Directors until a new Chief Executive Officer can be
hired. We have selected Heidrick and Struggles International, Inc. to perform a
search for a new Chief Executive Officer.
On September 29, 2000, our Board of Directors appointed Jenkens
& Gilchrist P.C. as our general counsel replacing Brewer & Pritchard, P.C., our
previous general counsel.
Item 7. Exhibits
Exhibit 99.1 Press Release dated September 29, 2000.
Exhibit 99.2 Stock Purchase Agreement
Exhibit 99.3 Shareholders' Agreement
Exhibit 99.4 Registration Rights Agreement
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.
EpicEdge, Inc.
Date: October 14, 2000 By /s/ Paul Ruiz
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Paul Ruiz
Chief Financial Officer
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