3SI HOLDINGS INC
8-K, 1999-08-04
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       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: June 30, 1999
                --------------

                               3Si Holdings, Inc.
                               ------------------
             (Exact Name of Registrant as specified in its charter)


           Wyoming                    0-9358                    83-0245581
           -------                    ------                    ----------
(State or other jurisdiction       (Commission               (I.R.S. Employer
        of incorporation)          File Number)           Identification Number)


                             6886 S. Yosemite Street
                                  Englewood, CO                        80112
                                  -------------                        -----
                  (Address of principal executive offices)           (Zip Code)


                                 (303) 741-9123
                                 --------------
              (Registrant's telephone number, including area code)




<PAGE>

Item 2. Acquisition or Disposition of Assets
- --------------------------------------------

On June 30, 1999, the Registrant  consummated the sale of  substantially  all of
its assets - excluding cash, accounts receivable, and its subsidiary, (Kewi.net)
- - to P.C. Specialists, Inc., a California corporation.

The effective date of the asset sale is May 7, 1999.

The  Registrant was paid $804,000 of the purchase price at closing plus $146,000
for expenses from May 7, 1999 to the date of closing.

In addition to the $804,000 cash received at closing,  the Registrant  will also
be able to "earn" up to an additional  $2,196,000 over a three-year period based
upon the contingencies set forth in the agreement. In no event will the purchase
price of the assets sold exceed $3,000,000.





Item 7.  Financial Statements and Exhibits
- ------------------------------------------

Pro forma financial  information pursuant to the regulations will be provided as
soon as possible.








                                   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.


                                        3Si Holdings, Inc.
                                        ------------------
                                           (Registrant)


Date: July 26, 1999                     By: /s/ Frank W. Backes
      -------------                        ----------------------
                                           Frank W. Backes
                                           Chief Executive Officer



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