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
March 6, 2000
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Date of report (Date of earliest event reported)
Arinco Computer Systems Inc.
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(Exact name of registrant as specified in its charter)
New Mexico 0-13347 85-0272154
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(State or other jurisdiction of (Commission (I.R.S Employer
incorporation or organization) File Number) Identification No.)
1650 University Blvd., N.E., Suite 5-100, Albuquerque, New Mexico 87102
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(address of principal executive office) (zip code)
(505) 242-4561
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(Registrant's telephone number, including area code)
not applicable
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(Former name or former address,
if changed since last report)
ITEM 5. Other Events
On March 6, 2000, the Company entered into a Letter of Intent with a private
investment firm, Pangea Internet Advisors LLC. The intent letter provides for a
cash investment of up to $40 million in newly- issued Preferred Stock of the
Company, which stock may be convertible at a basis of $0.25 per common share. As
part of the transaction, certain investors will acquire five-year warrants to
acquire shares representing 15% of the Company's Common Stock on a fully diluted
basis. The letter agreement is subject to the negotiation and execution of
definitive documents governing the transactions contemplated by the Letter,
containing customary representations, warranties, covenants and indemnification,
in form and substance satisfactory to the Company and Pangea.
A definitive agreement is expected to be reached within a two-week period.
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. Arinco Computer Systems Inc.
Date: March 7, 2000
S/James A. Arias
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James A. Arias
Interim Chief Executive Officer
