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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 (Date of earliest event reported): October 1, 2000
Commission File Number 1-07149
Internet Law Library, Inc.
(Exact name of Company as specified in charter)
Delaware 82-0277987
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4301 Windfern Road, Suite 200, Houston, Texas 77041-8915
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (281) 600-6000
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Item 2. Acquisition or Disposition of Assets
2A: Compass Data Systems, Inc.
On July 27, 2000, the Board of Directors of Internet Law Library, Inc.
approved the purchase of a major controlling interest of Compass Data Systems
Inc., a private Nevada corporation, for up to $2.5 million in restricted shares
of Internet Law's common stock. Counsel for the sellers subsequently approved
the form of a Stock Purchase Agreement to be entered into with certain
individuals for the purchase of their stock. Certain final reviews and
negotiations were concluded on August 17, 2000, and the definitive agreements
were signed with each of the sellers to be effective October 1, 2000. Under the
terms of the Stock Purchase Agreements, Internet Law issued an aggregate of
556,793 restricted shares of its common stock, valued then at $2,283,717, for
approximately 63% of the total outstanding shares of the common stock of Compass
Data Systems owned by Jeremiah Kane, John McHugh and Jack Ben Ezra. These
issuances were made in reliance upon the Section 4(2) private placement
exemption from registration. None of these sellers received registration rights
for the Internet Law shares they received in this transaction.
Compass Data Systems provides electronic information publishing services in
a completely searchable infobase to a wide variety of industries and
organizations. Compass Data Systems hosts an Internet site at
www.compassdata.com. Using Internet and CD technology, clients can search
through endless piles of paper on computer files in seconds. These infobases are
quickly accessed through a hard drive, CD-ROM or over the Internet.
2B: Venco Compliance, Inc.
On September 28, 2000, the Board of Directors of the Company approved the
purchase of all of the stock of Venco Compliance, Inc., a private Texas
corporation, from Donald E. Tull and Cathryn V. Tull. Internet Law issued an
aggregate of 100,000 restricted shares of Internet Law's common stock at closing
on October 1, 2000, valued then at $90,600. Internet Law will issue an
additional 25,000 restricted shares each to Donald Tull and Cathryn Tull in the
future with the last issuance occurring in the year 2003. Venco Compliance has
also entered into a consulting agreement with Cathryn Tull that pays her $72,000
per year for one year, with a renewal right for a one-year term on each
aniversary of the agreement. In addition, Ms. Tull is eligible to receive a cash
bonus based on Venco Compliance's revenues. These issuances were made in
reliance upon the Section 4(2) private placement exemption from registration.
Neither of the two sellers received registration rights for the Internet Law
shares they received in this transaction.
Venco Compliance is in the business of selling compliance and safety
training and information to businesses such as dry cleaners and others that deal
with hazardous chemicals, bio materials and other regulated substances.
Item 5: Other Significant Events
Litigation:
On October 3, 2000, the 11th District Court of Harris County, Texas,
granted a partial summary judgment against ITIS, Inc., a subsidiary of Internet
Law, in the pending case styled Loislaw.com, Inc., v. ITIS, Inc., National Law
Library, Inc., and Internet Law Library, Inc., (Case No. 1999-45563). The
partial summary judgment was with respect to the disputed retainage under the
contract being litigated, in an approximate amount of $82,000.
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Loislaw.com's claim for attorney's fees was denied. Counsel for Internet Law has
stated that the partial summary judgment will be timely appealed. At this
juncture, written discovery has been completed, and depositions are continuing.
The case is now set for trial in December 2000.
Item 7. Financial Statements and Exhibits
Audited financial statements for Compass Data Systems and Venco
Compliance were not available as of the date of this report; however, audited
financial statements will be filed pursuant to this Item within 60 days from
the filing of this report.
Exhibits
No. Description
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2.10 Stock Purchase Agreement by and between Internet Law and Jeremiah
Kane, dated July 27, 2000, as amended by that amendment dated
effective October 1, 2000.
2.11 Stock Purchase Agreement by and between Internet Law and John
McHugh, dated July 27, 2000, as amended by that amendment dated
effective October 1, 2000.
2.12 Stock Purchase Agreement by and between Internet Law and Jack Ben
Ezra, dated July 27, 2000, as amended by that amendment dated
effective October 1, 2000.
2.13 Stock Exchange Agreement by and among Internet Law and all of the
shareholders of Venco Compliance, Inc., a Texas corporation, dated
effective October 1, 2000.
10.17 Consulting Agreement by and between Venco Compliance, Inc. and
Kathryn Tull d/b/a First Choice Consulting, dated October 1, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERNET LAW LIBRARY, INC.
Date: October 16, 2000 By: /s/ Hunter M.A. Carr
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Hunter M.A. Carr
President and
Chief Executive Officer
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Exhibit Index
Exhibit
No. Description
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2.10 Stock Purchase Agreement by and between Internet Law and Jeremiah
Kane, dated July 27, 2000, as amended by that amendment dated
effective October 1, 2000.
2.11 Stock Purchase Agreement by and between Internet Law and John
McHugh, dated July 27, 2000, as amended by that amendment dated
effective October 1, 2000.
2.12 Stock Purchase Agreement by and between Internet Law and Jack Ben
Ezra, dated July 27, 2000, as amended by that amendment dated
effective October 1, 2000.
2.13 Stock Exchange Agreement by and among Internet Law and all of the
shareholders of Venco Compliance, Inc., a Texas corporation, dated
effective October 1, 2000.
10.17 Consulting Agreement by and between Venco Compliance, Inc. and
Kathryn Tull d/b/a First Choice Consulting, dated October 1, 2000.
