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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
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Date of Report (Date of Earliest Event Reported): January 11, 2001
EB2B COMMERCE, INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey 0-10039 22-2267658
(State or Other Jurisdiction of (Commission (I.R.S. Employer Identification
Incorporation) File Number) Number)
757 Third Avenue, New York, New York 10017
(Address of Registrant's Principal Executive Offices) (Zip Code)
(212) 703-2000
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
eB2B Commerce, Inc. (the "Company") has been informed by the Securities and
Exchange Commission (the "SEC") that the Registration Statement on Form S-4 of
the Company, which became effective on March 22, 2000, does not cover either the
issuance or resale of the shares of common stock underlying the Warrants and
convertible Series B Preferred Stock issued by the Company in a private
placement completed in December 1999. As a result of the private placement, the
Company received gross proceeds of approximately $33 million from the issuance
of approximately 3.3 million shares of Series B Preferred Stock and
approximately 1.5 million Warrants to purchase common stock of the Company.
In view of the advice of the SEC, the Company has notified holders of the
Preferred Stock and Warrants described above that they are prohibited from
selling in the public market the underlying shares of common stock, effective
January 11, 2001. The Company is currently preparing a Registration Statement to
register the resale of such common stock.
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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: January 12, 2001
eB2B Commerce, Inc.
By: /s/ John J. Hughes, Jr.
Name: John J. Hughes, Jr.
Title: Executive Vice President and
General Counsel
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