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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K/A
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 controlling interest of Compass Data Systems Inc., a
private Nevada corporation, for up to $2.5 million in unregistered 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 effective as of October 1, 2000. Under the terms of the
Stock Purchase Agreements, Internet Law is obligated to issue an aggregate of
1,676,105 unregistered shares of its common stock, valued at approximately $2.3
million, 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 unregistered 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 unregistered 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
anniversary 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
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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. 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 October 16,
2000.
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 (Incorporated by reference to Exhibit 2.10
to the Registrant's Form 8-K filed with the SEC on October 16, 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 (Incorporated by reference to Exhibit 2.11 to the
Registrant's Form 8-K filed with the SEC on October 16, 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 (Incorporated by reference to Exhibit 2.12
to the Registrant's Form 8-K filed with the SEC on October 16, 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 (Incorporated by reference to Exhibit 2.13
to the Registrant's Form 8-K filed with the SEC on October 16, 2000).
10.17 Consulting Agreement by and between Venco Compliance, Inc. and Kathryn
Tull d/b/a First Choice Consulting, dated October 1, 2000
(Incorporated by reference to Exhibit 10.17 to the Registrant's Form
8-K filed with the SEC on October 16, 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 18, 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 (Incorporated by reference to Exhibit 2.10
to the Registrant's Form 8-K filed with the SEC on October 16, 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 (Incorporated by reference to Exhibit 2.11 to the
Registrant's Form 8-K filed with the SEC on October 16, 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 (Incorporated by reference to Exhibit 2.12
to the Registrant's Form 8-K filed with the SEC on October 16, 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 (Incorporated by reference to Exhibit 2.13
to the Registrant's Form 8-K filed with the SEC on October 16, 2000).
10.17 Consulting Agreement by and between Venco Compliance, Inc. and Kathryn
Tull d/b/a First Choice Consulting, dated October 1, 2000
(Incorporated by reference to Exhibit 10.17 to the Registrant's Form
8-K filed with the SEC on October 16, 2000).
