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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): APRIL 30, 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
(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.
On March 23, 2000, the Board of Directors of Internet Law Library,
Inc. (the "Company") approved the purchase of ITIS, Inc. ("ITIS"), a company
once wholly owned by Hunter M.A. Carr, the Company's Chairman of the Board,
Chief Executive Officer and President. The Board's approval was subject to
certain final reviews and negotiations that were concluded on April 30, 2000.
According to the terms of the Stock Exchange Agreement, executed on April
30, 2000, the Company will exchange 5,044,903 restricted shares of its common
stock, valued at $17,976,250, for all the of the outstanding common stock of
ITIS.
Since November 30, 1998, the date of inception of National Law
Library, Inc. ("National Law"), the Company's largest operating subsidiary,
ITIS has served as its sole vendor of new case law content while also
providing to National Law various executive, sales, production, and
administrative services. During the period from National Law's inception to
December 31, 1999, Mr. Carr was the sole stockholder of ITIS. Then, during
the three months ended March 31, 2000, Mr. Carr sold or otherwise conveyed
most of his stock in ITIS to various individuals and entities, some of whom
are either directors or officers of Internet Law or are entities controlled
by directors of the Company. Of the 5,044,903 shares of the Company's common
stock issued to ITIS' stockholders, 1,721,003 shares were issued to five
directors of the Company or their beneficiaries and 328,300 shares were
issued to four officers of Internet Law as shown below:
<TABLE>
<CAPTION>
Name of Director/Officer Position Number of Shares
------------------------ -------- ----------------
<S> <C> <C>
Hunter M. A. Carr Director and officer 196,003
W. Paul Thayer (Thayer Investment Co.) Director 750,000
Kelley V. Kirker Director and officer 500,000
Eugene A. Cernan Director 25,000
George A. Roberts, Ttee Director 250,000
Edward P. Stevens Officer 150,000
Donald H. Kellam Officer 150,000
David P. Harriman Officer 25,000
Robert Sarlay Officer 3,300
---------
Total 2,049,303
=========
</TABLE>
The value of the consideration for the acquisition was within a
maximum value for ITIS determined from an independent appraisal by reference
to the values of ITIS' contracts, developed technology and future earnings
potential. The terms of the transaction were subject to arm's length
negotiations between the Company and the shareholders of ITIS.
It is expected that ITIS will continue to be the primary vendor of
case law content to National Law. In addition, ITIS will attempt to leverage
its experience in the legal data conversion field by entering and competing
in other content conversion markets found over the Internet or other media.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Audited financial statements for ITIS were not available as of the
date of this report; however, audited financial statements will be filed
pursuant to this Item within 60 days of the filing date of this report.
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
2.9 Stock Exchange Agreement by and between the Company and the
Shareholders of ITIS relating to the acquisition of all of the
outstanding stock of ITIS, dated April 30, 2000 (incorporated
by reference to Exhibit 2.9 to the Company's Transition Form
10-K filed on May 11, 2000).
10.12 Consulting and Option Agreement by and between ITIS, Frank
Fisher and Steve Tebo, dated January 22, 2000, as amended
(incorporated by reference to Exhibit 10.12 to the Company's
Transition Form 10-K filed on May 11, 2000).
</TABLE>
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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: May 15, 2000 By: /s/ Hunter M.A. Carr
-----------------------------------
Hunter M.A. Carr
President and
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
2.9 Stock Exchange Agreement by and between the Company and the
Shareholders of ITIS relating to the acquisition of all of
the outstanding stock of ITIS, dated April 30, 2000
(incorporated by reference to Exhibit 2.9 to the Company's
Transition Form 10-K filed on May 11, 2000).
10.12 Consulting and Option Agreement by and between ITIS, Frank
Fisher and Steve Tebo, dated January 22, 2000, as amended
(incorporated by reference to Exhibit 10.12 to the Company's
Transition Form 10-K filed on May 11, 2000).
</TABLE>
