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): August 24, 1999
AmeriNet Group.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
0-3718
(Commission File Number)
11-2050317
(IRS Employer Identification No.)
902 Clint Moore Road, Suite 136: Boca Raton, Florida 33487
(Address of principal executive offices) (Zip Code)
(561) 998-3435
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
TABLE OF CONTENTS
Item Number Description Page Number
Item 5. Other Events 3
Item 6. Resignations of Registrant's Directors 10
Item 7. Financial Statements and Exhibits 11
Sources of Materials Incorporated by Reference
This report includes materials incorporated by reference from the
following previously filed reports or registration statements, as permitted by
Exchange Act Rule 12b-23: Reports on Form 8-KSB filed on August 17, 1998 and
Form 10-KSB for year ended December 31, 1998.
FORWARD LOOKING STATEMENTS
This Form 8-KSB contains certain "forward-looking statements" relating to
the Registrant which represent the Registrant's current expectations or beliefs,
including, but not limited to, statements concerning the Registrant's
operations, performance, financial condition and growth. For this purpose, any
statements contained in this Form 8-KSB that are not statements of historical
fact are forward-looking statements. Without limiting the generality of the
foregoing, words such as "may", "will", "expect", "believe", "anticipate",
"intend", "could", "estimate", or "continue", or the negative or other variation
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, such as credit losses, dependence on management and key personnel
and variability of quarterly results, ability of the Registrant to continue its
growth strategy and competition, certain of which are beyond the Registrant's
control. Should one or more of these risks or uncertainties materialize or
should the underlying assumptions prove incorrect, actual outcomes and results
could differ materially from those indicated in the forward looking statements.
2
<PAGE>
ITEM 5 OTHER EVENTS
CONSIDERATION OF STOCK PLAN
At the request of the Registrant's board of directors, The Yankee
Companies, Inc., a Florida corporation, that serves as a strategic consultant to
the Registrant ("Yankees"), developed a proposed non-qualified stock option and
incentive stock option plan for use by the Registrant (the "Proposed Plan"). A
copy of the Proposed Plan is included as an exhibit to this current report, see
"Item 7(c), Exhibit Index." The following summary of the Proposed Plan is
qualified in its entirety by reference to such exhibit.
The purpose of the Proposed Plan would be to attract and retain quality
personnel and to make association with the Registrant more attractive to
potential acquisition candidates. As currently contemplated, a maximum of
1,000,000 shares of the Registrant's common stock would be allocated for use in
conjunction with award of options under the Proposed Plan, and such common stock
could either be issued from treasury shares, authorized but theretofore unissued
shares, or shares purchased from current stockholders for such purpose.
The Proposed Plan would be administered by a committee of the Registrant's
board of directors comprised exclusively of outside directors (the "Committee"),
as that term is defined in the Internal Revenue Code of 1996, as amended (the
"Code") and potential recipients would include the Registrant's directors,
officers, key employees and consultants (other than consultant's that would be
ineligible for receipt of securities registered on Commission Form S-8 based on
then applicable rules adopted by the Commission). Options issuable would be
incentive stock options meeting the requirements of Section 422, et. seq. of the
Code, or non-qualified stock options, with the attributes determined by the
Committee. The adoption of the Proposed Plan, as currently contemplated, would
not restrict the ability of the Registrant's board of directors to authorize the
issuance of securities, including stock options, outside the parameters of the
Proposed Plan, on a case by case basis.
Initial recipients under the Proposed Plan are expected to be employees of
the Registrant's subsidiary, American Internet Technical Center, Inc., a Florida
corporation, (hereinafter referred to as "American Internet") who meet
designated competitive sales targets and the Registrant's new president
described below.
The Proposed Plan is in the review and discussion stage and no assurances
can be provided that it will be adopted as currently proposed, or at all. In the
event that the Proposed Plan is not adopted, the options called for in the
employment agreement for Michael Harris Jordan described below would still be
issued.
3
<PAGE>
MICHAEL HARRIS JORDAN
In conjunction with the resignation of Charles J. Scimeca the Registrant's
acting president and a member of the Registrant's board of directors ("Mr.
Scimeca") described in Item 6 below, the Registrant's board of directors elected
Michael Harris Jordan as its president and as a member of its board of directors
("Mr. Jordan"), effective as of August 6, 1999. Mr. Jordan's term as a director
will expire following the election and installation of his successor (assuming
Mr. Jordan is not re-elected) at the next annual meeting of the Registrant's
stockholders. His term as an officer is at the pleasure of the Registrant's
board of directors, subject to his contractual rights under the employment
agreement summarized below.
In light of his experience with the financial markets and the regulatory
requirements and limitations involved in corporate communications, Mr. Jordan
will also replace Ms. Piccolo as the Registrant's spokesperson.
BIOGRAPHY.
Michael Harris Jordan, President and Director
Michael Harris Jordan, 46 years old, is a resident and native of Miami,
Florida. From 1972 until 1973 he attended the University of Miami where he
studied English literature. In 1979, Mr. Jordan obtained a Series 7 and a Series
63 license from the National Association of Securities Dealers (the "NASD") and
in 1982 he obtained a Series 24 license from the NASD (general securities
principal). In conjunction with his activities as an individual licensed to
engage in securities transactions by the NASD, he was also licensed by the
securities regulatory authorities of a number of states. Since 1985, Mr. Jordan
has been engaged in business as a private investor. In 1992, Mr. Jordan
incorporated Securities Counseling and Management, Inc., a private consulting
firm headquartered in Miami, Florida, for which he serves as president and sole
director. In January of 1996, Mr. Jordan became secretary, treasurer and a
member of the board of directors of Zagreus, Inc., a publicly held Delaware
corporation now headquartered in Miami, Florida ("Zagreus"). Zagreus is an
inactive public company in the process of reorganization. In 1998, Mr. Jordan
became an independent consultant for The Southeast Companies, Inc., a Florida
corporation, engaged in providing business and political consulting services and
consumer financial services as a licensed mortgage brokerage company and during
1998, he became president of a division thereof operating in compliance with
Florida fictitious name laws as Southeast Counseling & Management. In 1999, Mr.
Jordan became a registered principal (NASD Series 24 license) of Sunshine
Securities, Inc., an NASD member firm located in Orlando, Florida. On August 6,
1999, Mr. Jordan became a member of the Registrant's board of directors and was
elected as the Registrant's President.
4
<PAGE>
FAMILY RELATIONSHIPS.
Mr. Jordan is not related to any current or former employees, officers,
directors or principal stockholders of the Registrant.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
Based on information provided in response to a questionnaire filed as an
exhibit to this report (see "Item 7(c), Exhibit Index"), during the past five
years Mr. Jordan has not been a party to or the subject of:
(a) Any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;
(b) Any conviction in a criminal proceeding or has been subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(c) Any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or
(d) Been found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
COMPENSATION.
The terms of Mr. Jordan's compensation for services to the Registrant are
set forth in his employment agreement with the Registrant (the "Jordan
Agreement"), a copy of which is included as an exhibit to this current report,
(see "Item 7(c), Exhibit Index,") and are summarized below.
TERMS OF EMPLOYMENT
The following summary information extracted from the Jordan Agreement is
qualified in its entirety by reference to the Jordan Agreement.
5
<PAGE>
Duties: Mr. Jordan will:
Serve as the principal point of contact between the Registrant and the
media (print, electronic, voice and picture), the investment community
and the Registrant's security holders;
Be responsible for supervision of all of the Registrant's other officers;
Be responsible for the Registrant's compliance with all applicable laws,
including federal, state and local securities laws and tax laws;
Be responsible for supervision of the Registrant's subsidiaries; and,
Perform such other duties as are assigned to him by the Registrant's board
of directors, subject to compliance with all applicable laws and fiduciary
obligations.
Other Activities
Mr. Jordan has agreed to perform his employment duties in good faith and,
subject to the exceptions specified below, to devote substantially all of his
business time, energies and abilities to the proper and efficient management and
execution of such duties. In amplification of the foregoing, unless otherwise
authorized by the Registrant's board of directors, on a case by case basis, Mr.
Jordan is required to devote his business time exclusively to the affairs of the
Registrant; provided, however, that the Registrant has recognized that Mr.
Jordan is a party to an agreement with The Southeast Companies, Inc., which has
been assigned thereby to Yankees, calling for him to provide services thereto;
serves as president of Southeast Counseling & Management, a division of The
Southeast Companies, Inc.; serves as president of Securities Counseling &
Management, Inc., a Florida corporation; serves as an officer of Zagreus, Inc.,
a currently inactive public company in the process of reorganization; and, is a
registered representative and registered principal with Sunshine Securities
Corporation (which has consented in writing to Mr. Jordan's service as president
of the Registrant); and the Registrant has consented to Mr. Jordan's
continuation in such roles, provided that his role as the Registrant's president
takes priority in allocation of time and resources to any activities pertaining
to such roles, and that he will resolve any actual conflicts of interest
resulting from such roles in favor of the Registrant. A copy of the consent by
Sunshine Securities Corporation to Mr. Jordan's services as president of the
Registrant is included as an exhibit to this current report, see "Item 7(c),
Exhibit Index".
6
<PAGE>
Status:
Mr. Jordan will serve as an employee of the Registrant but shall have no
authority to act as an agent thereof or to bind the Registrant or its
subsidiaries as a principal or agent thereof without the specific consent of the
Registrant's board of directors, all such functions being reserved to the board
of directors in compliance with the requirements of its constituent documents.
Limitations:
Mr. Jordan has agreed that he will not:
Release any financial or other material information or data about the
Registrant without the prior written consent and approval of the Registrant's
General Counsel; or, conduct any meetings with financial analysts without
informing the Registrant's General Counsel and board of directors in advance of
the proposed meeting and the format or agenda of such meeting.
Disclose to any third party any confidential non-public information
furnished by the Registrant except on a need to know basis, and in such case,
subject to appropriate assurances that such information shall not be used,
directly or indirectly, in any manner that would violate state or federal
prohibitions on insider trading of the Registrant's securities.
Take any action which would in any way adversely affect the reputation,
standing or prospects of the Registrant or which would cause the Registrant to
be in violation of applicable laws.
In any circumstances where Mr. Jordan is describing the securities of the
Registrant to a third party, Mr. Jordan has agreed to disclose to such person
any compensation received from the Registrant to the extent required under any
applicable laws, including, without limitation, Section 17(b) of the Securities
Act of 1933, as amended.
Term:
The Jordan Agreement is for a term of one year, subject to automatic annual
renewal thereafter unless the Party deciding not to renew provides the other
with written notice of intention not to renew prior to the 60th day before
termination of the then effective term or renewal thereof.
7
<PAGE>
Compensation:
A. An option to purchase up to 100,000 shares of the Registrant's common stock
during the 36 month period commencing at the end of the 365th day following
commencement of the initial term of the Jordan Agreement, at an exercise
price equal to the last reported price paid therefor on the effective date
of the employment agreement, as reported on the over the counter electronic
bulletin board operated by the NASD (i.e., $0.69 per share), provided that:
(1) He remains in the employ of the Registrant for a period of not less
than 365 consecutive days;
(2) He has not been discharged by the Registrant for cause;
(3) He fully complies with the provisions of the Jordan Agreement,
including, without limitation, the confidentiality and non-competition
sections hereof;
B. In the event that Mr. Jordan arranges or provides funding for the
Registrant on terms more beneficial than those reflected in the
Registrant's current principal financing agreements, copies of which are
included among the Registrant's records available through the SEC's EDGAR
web site, Mr. Jordan shall be entitled, at his election, to either:
(1) A fee equal to 5% of such savings, on a continuing basis; or
(2) If equity funding is provided through Mr. Jordan or any affiliates
thereof, a discount of 5% from the bid price for the subject equity securities,
if they are issuable as free trading securities, or, a discount of 25% from the
bid price for the subject equity securities, if they are issuable as restricted
securities (as the term restricted is used for purposes of SEC Rule 144); and
(3) If equity funding is arranged for the Registrant by Mr. Jordan and
the Registrant is not obligated to pay any other source of compensation in
conjunction therewith, other than the normal commissions charged by broker
dealers in securities in compliance with the compensation guidelines of the
NASD, then Mr. Jordan shall be entitled to a bonus in a sum equal to 5% of the
net proceeds of such funding.
C. In the event that Mr.Jordan generates business for the Registrant, then, on
any sales resulting therefrom, Mr. Jordan shall be entitled to a commission
equal to 5% of the net income derived by the Registrant therefrom, on a
continuing basis.
8
<PAGE>
Benefits:
Mr. Jordan is entitled to any benefits generally made available to all
other employees (rather than to a specified employee or group of employees) of
the Registrant or its subsidiaries.
Indemnification:
The Registrant will defend, indemnify and hold Mr. Jordan harmless from all
liabilities, suits, judgments, fines, penalties or disabilities, including
expenses associated directly, therewith (e.g. legal fees, court costs,
investigative costs, witness fees, etc.) resulting from any reasonable actions
taken by him in good faith on behalf of the Registrant, its affiliates or for
other persons or entities at the request of the board of directors of the
Registrant, to the fullest extent legally permitted, and in conjunction
therewith, shall assure that all required expenditures are made in a manner
making it unnecessary for Mr. Jordan to incur any out of pocket expenses;
provided, however, that Mr. Jordan permits the Registrant to select and
supervise all personnel involved in such defense and that Mr. Jordan waives any
conflicts of interest that such personnel may have as a result of also
representing the Registrant, their stockholders or other personnel and agrees to
hold them harmless from any matters involving such representation, except such
as involve fraud or bad faith.
Early termination:
The Registrant can terminate the employment agreements severally, as to the
terminating entity only, for cause (e.g., the inability through sickness or
other incapacity to discharge duties for 21 or more consecutive days or for a
total of 45 or more days in a period of twelve consecutive months; refusal to
follow directions of the board of directors; dishonesty; theft; or conviction of
a crime involving moral turpitude; material default in the performance of
obligations, services or duties required under the employment agreement (other
than for illness or incapacity) or material breach of any provision of the
employment agreement, which continues for 5 days after written notice (if it
resulted in material damage); discontinuance of business; and death. In the
event of a dispute concerning termination due to breach or default, compensation
will be continued until resolution of such dispute by a tribunal of competent
jurisdiction, subject to repayment upon final determination that such
compensation was not called for.
The Jordan Agreement contains broad non-disparagement, confidentiality and
non-competition covenants subject to judicial restructuring if found to be
legally unenforceable which provide for both injunctive relief and liquidated
damages.
COMPENSATION UNDER PLANS
The Registrant's board of directors is considering adoption of a
non-qualified stock option and stock incentive plan, a copy of which is filed as
an exhibit to this current report [see "Item 7(c), Exhibit Index], and the board
of directors may in the future, if such plan is adopted, grant Mr. Jordan or
other officers, employees or directors of the Registrant or its Subsidiary,
stock options pursuant to the provisions of such plan.
9
<PAGE>
ITEM 6 RESIGNATIONS OF REGISTRANT'S DIRECTORS
EDWARD GRANVILLE-SMITH
In accordance with the terms of a settlement agreement between the
Registrant and Edward Granville-Smith, Jr. (who served as the Registrants
principal officer and sole director from 1995 until November of 1998), the
Registrant elected his son, Mark Granville-Smith as a member of the Registrant's
board of directors, effective July 1, 1999. Details of the settlement agreement
were disclosed in the Registrant's report on Form 10-KSB for the year ended
December 31, 1998 and such agreement was filed as an exhibit thereto.
Mr. Edward Granville-Smith's replacement as a member of the Registrant's
board of directors did not involve any disagreements with the Registrant on any
matters and consequently, did not involve any disagreement relating to the
Registrant's operations, policies or practices. Rather, it was based on personal
problems involving his health described in detail in the Registrant's report on
Form 10-KSB for the year ended December 31, 1998.
CHARLES J. SCIMECA
On or about July 28, 1999, Charles J. Scimeca the Registrant's acting
president and a member of the Registrant's board of directors ("Mr. Scimeca")
advised it that in light of the change in the Registrant's business, it would be
better served by a president with material experience in the securities
business, and more familiar with the regulatory obligations attendant on
engaging in capital raising and acquisition activities. Mr. Scimeca instructed
Yankees the Registrant's strategic consultant, to commence a search for a
suitable replacement, and on or about August 2, 1999, Yankees recommended
Michael Harris Jordan ("Mr. Jordan"). On August 5, 1999, after interviews with
management of the Registrant's subsidiary and with the Registrant's board of
directors, Mr. Jordan was offered the position of president for a one year term
and elected as a member of the Registrant's board of directors replacing Mr.
Scimeca, whose resignation was accepted effective as of August 6, 1999. Required
information concerning Mr. Jordan's background, responsibilities and
compensation is set forth in Item 5 above.
Mr. Scimeca's resignation did not involve any disagreements with the
Registrant on any matters and consequently, did not involve any disagreement
relating to the Registrant's operations, policies or practices. A copy of Mr.
Scimeca's letter of resignation is filed as an exhibit to this current report
see "Item 7(c), Exhibit Index".
10
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Item Page Description
Number Number
10.38 * Proposed Stock Plan
10.39 * Michael Harris Jordan employment agreement
99.44 * Michael Harris Jordan questionnaire
99.45 * Charles J. Scimeca letter of resignation
99.46 12 Consent by Sunshine Securities Corporation to Mr. Jordan's
services as president.
* Filed as exhibits to the 8-K filed on August 24, 1999.
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.
AmeriNet Group.com, Inc.
A Delaware corporation
(Registrant)
Date: September 1, 1999
By: /s/Michael H. Jordan/s/
Michael H. Jordan, President
11
Sunshine Securities Corporation
101 Timberlachen Circle, Suite 202
Lake Mary, Florida 32746
(407) 330-2240
August 25, 1999
Mr. Michael H. Jordan
2500 E. Hallandale Beach Blvd, Suite 500
Hallandale, Florida 33009
Dear Michael:
Sunshine Securities Corporation has no objection to you serving as a member of
the board of direectors of and as the president of AmeriNet.
You may consider this letter to be authorization for you to hold such offices
to the extent such authorization is needed from us.
Sincerely,
/s/ Charles J. Champion
President
12
