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): April 18, 2000
eB2B Commerce, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 0-10039 22-2267658
(State or other jurisdiction (Commission ( IRS Employer
of incorporation) File Number) Identification Number)
29 West 38th Street
New York, New York 10018
(Address of principal executive offices) (Zip Code)
(212) 868-0920
(Registrant's telephone number, including area code)
DynamicWeb Enterprises, Inc.
271 Route 46 West
Building F
Suite 209
Fairfield, New Jersey 07004
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 1. Changes in Control of Registrant.
On April 18, 2000, pursuant to an Agreement and Plan of Merger, dated
December 1, 1999, as amended by Amendment No. 1, dated as of February 29, 2000
(the "Merger Agreement"), by and between DynamicWeb Enterprises, Inc., a New
Jersey corporation (the "Company"), and eB2B Commerce, Inc., a Delaware
corporation ("Former eB2B"), Former eB2B merged with and into the Company, which
was then renamed "eB2B Commerce, Inc." Pursuant to the Merger Agreement, each
share of common stock of the Company ("Company Common Stock") remained
outstanding, and each share of Former eB2B common stock was exchanged for 2.66
shares of Company Common Stock (the "Exchange Ratio"). In addition, each share
of eB2B preferred stock, warrant, option or other security convertible into
Former eB2B common stock was exchanged for shares of Company preferred stock,
warrants, options or other securities convertible into Company Common Stock, as
the case may be, having the same terms as the Former eB2B securities being
exchanged. The number of shares of Company Common Stock issuable upon exercise
or conversion of such Company preferred stock, warrants, options or other
convertible securities delivered to Former eB2B holders is determined by
multiplying (i) the number of shares of Former eB2B common stock issuable upon
exercise or conversion of such Former eB2B preferred stock, warrants, options or
other convertible securities being exchanged by (ii) the Exchange Ratio. The
exercise or conversion price of the Company preferred stock, warrants, options
or other convertible securities exchanged is determined by dividing (i) the
exercise or conversion price of the Former eB2B preferred stock, warrant or
option or other convertible security being exchanged by (ii) the Exchange Ratio.
Immediately prior to the Merger, there were 4,084,850 share of Company
Common Stock issued and outstanding, and 1,027,277 shares of Common Stock
issuable upon exercises of options and warrants. On a fully diluted basis,
including shares of Company Common Stock issued to Former eB2B stockholders, and
shares of Company Common Stock underlying preferred stock, warrants and options
held by former Former eB2B securityholders, there were 40,755,508 shares of
Company Common Stock issued or issuable to Former eB2B securityholders.
Accordingly, as a result of the merger, the securityholders of Former eB2B
became the controlling securityholders of the Company, owning 88.9% of the
shares of Common Stock on a fully diluted basis.
The executive officers and directors of Former eB2B immediately prior to
the merger have become all of the executive officers and directors of the
Company. These persons are:
Names Title
Peter J. Fiorillo Chief Executive Officer, President, Director
Joseph Bentley Executive Vice President - Administration, Director
Kevin Hayes Vice President, Director
Victor L. Cisario Chief Financial Officer, Secretary, Treasurer
Barry Goldstein Chief Information Officer
Christopher Byrnes Director
Michael S. Falk Director
Timothy P. Flynn Director
-2-
<PAGE>
A Registration Statement on Form S-4 (No. 333-95283) of the Company
relating to the shares of Common Stock issued or issuable to Former eB2B
securityholders became effective on March 20, 2000, (the "Registration
Statement").
Item 2. Acquisition or Disposition of Assets
Reference is made to the information set forth in Item 1 (Changes in
Control of Registrant) above, which information is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a)(b) The financial statements and pro forma information required by this
Item are included in the Registration Statement.
(c) Exhibits
1. The Merger Agreement; incorporated by reference from
the Registration Statement.
-3-
<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 hereunto duly authorized.
Dated: April 25, 2000
eB2B Commerce, Inc.
By: /s/Victor L. Cisario
Name: Victor L. Cisario
Title: Chief Financial Officer
-4-
