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
Date of Report (Date of earliest event reported): June 29, 2000
ARINCO COMPUTER SYSTEMS INC.
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(Exact name of registrant as specified in charter)
New Mexico 0-13347 85-0272154
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
20 Dayton Avenue, Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 661-6942
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Item 5. Other Events
On June 29, 2000 (the "Closing") Arinco Computer Systems Inc. (the "Company")
and certain coinvestors (the "Coinvestors") entered into a Stock Purchase
Agreement (the "Agreement") with Broadstream.com, Inc., a Delaware corporation
("Broadstream.com"). Pursuant to the Agreement, the Company and the Coinvestors
acquired 11,207,136 newly issued shares of Series A Convertible Redeemable
Participating Preferred Stock (the "Series A Shares") of Broadstream.com, at a
purchase price of approximately $0.85 per share. As of the Closing, the Series A
Shares represent 44.23% of the outstanding common equity of Broadstream.com, on
a fully-diluted as-converted basis and 69.14% of the outstanding voting equity
of Broadstream.com. The Company acquired 68.05% of the Series A Shares.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
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10.1 Stock Purchase Agreement, dated
June 29, 2000, by and between
Arinco Computer Systems Inc.,
Broadstream.com, Inc. and the
purchasers listed on Schedule I
attached thereto.
99.1 Press Release of Arinco Computer
Systems Inc. dated July 5, 2000.
SIGNATURE
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.
ARINCO COMPUTER SYSTEMS INC.
Date: July 11, 2000 By: /s/ Cary S. Fitchey
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Cary S. Fitchey
President and
Chief Executive Officer
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Exhibit Index
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Exhibit Number Description
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Exhibit Number Description
10.1 Stock Purchase Agreement, dated
June 29, 2000, by and between
Arinco Computer Systems Inc.,
Broadstream.com, Inc. and the
purchasers listed on Schedule I
attached thereto.
99.1 Press Release of Arinco Computer
Systems Inc. dated July 5, 2000.
