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 EARLIEST REPORTED EVENT - MARCH 31, 1999
eNote.COM, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-7349 59-3453153
(State or other jurisdiction of(Commission (IRS Employer
incorporation or organization)File Number) Identification Number)
1612 N. OSCEOLA
CLEARWATER, FLORIDA
(Address of Registrant's principal executive offices)
(727) 443-3434
(Registrant's telephone number, including area code)
(727) 443-5240
(Registrant's facsimile number, including area code)
Webcor Electronics, Inc.
(Former name or former address, if changed since last report)
ITEM 5.
OTHER EVENTS
Name Change, Reverse Split and Increase in Authorized Capital
On March 31, 1999, the Corporation filed an amendment to its
Certificate of Incorporation that (a) changed the name of the
Corporation from "Webcor Electronics, Inc." to "eNote.Com, Inc."
(b) effected a reverse stock split in the ratio of one (1) share
of the $0.01 par value common stock of eNote.Com Inc. ("New
Common") for every six and three-quarters (6 3/4) shares of the
$0.01 par value common stock of Webcor Electronics, Inc. ("Old
Common") currently issued and outstanding; and (c) increased its
authorized capital stock to 25,000,000 shares of $0.01 par value
Common Stock and 5,000,000 shares of $0.01 par value preferred
stock. Each of the amendments was approved at a meeting of the
Corporation's stockholders that was duly called, noticed and held
on June 19, 1998, and finalized on March 23, 1999 after several
adjournments of less than 30 days each.
No fractional shares of New Common will be issued in
connection with the reverse split and all calculations that would
result in the issuance of a fractional share will be rounded up
to the nearest whole number. In addition, no stockholder who was
the beneficial owner of at least 100 shares of Old Common on the
date of the Amendment, will receive fewer than 100 shares of the
New Common in connection with the implementation of the reverse
split and all calculations that would result in the issuance of
fewer than 100 shares of New Common to such a stockholder will be
rounded up to 100 shares. As a result of the amendment, the
3,476,370 issued and outstanding shares of Old Common will be
consolidated into approximately 540,000 shares of New Common.
The New Common of eNote.Com, Inc. will be listed on the OTC
Bulletin Board under the symbol "ENOT" and open for trading on
Monday, April 5, 1999. All registered holders of certificates for
shares of Old Common will be requested to forward their
certificates to the corporation's transfer agent, together with a
completed and executed letter of transmittal, in order to receive
the shares of eNote.Com Inc. New Common of to which they are
entitled.
Probable Acquisition of Subsidiaries
On March 25, 1999, the Corporation entered into a memorandum
of understanding with Friedlander International Limited
("Friedlander") and the stockholders of Navis Technologies, Ltd.
("Navis") to enter into a business combination transaction (the
"Transaction") in which (a) the Corporation agreed to effect a
reverse split to reduce its issued and outstanding common stock
to 540,000 shares, more or less, (b) the stockholders of Navis
Technologies, Ltd., agreed to contribute all of their interest in
Navis to the Corporation solely in exchange for 8,000,000 shares
of common stock, (c) Friedlander International Limited agreed to
contribute $5,000,000 in cash to the Corporation in exchange for
5,000,000 shares of convertible preferred stock and 2,000,000
common stock purchase warrants; (d) the Corporation agreed to
issue 540,000 shares, more or less, of common stock to certain
persons designated by Capston Network Company in accordance with
a plan of reorganization previously approved by the Corporation's
stockholders; (e) the Corporation agreed to issue 270,000 shares
of registered common stock to legal counsel for the parties as
compensation for services; and (f) the Corporation agreed to
issue a total of 650,000 shares of registered common stock to
certain financial consultants and other professionals as
compensation for services rendered to the Corporation in
connection with the negotiation and implementation of the
Transaction.
The preferred stock issuable to Friedlander International
Limited will have a liquidation preference of $1 per share, or
$5,000,000 in the aggregate, and be convertible into Common Stock
on a share for share basis, subject to adjustment for certain
post closing stock issuances. The warrants issuable to
Friedlander International Limited will be exercisable for five
years from the date of issuance at a price of $1 per share, and
be subject to voluntary redemption by the Company at a redemption
premium of $1 per warrant over the spread between the exercise
price of the warrant and the market price of the Common Stock on
the redemption date.
Taking all of the foregoing into account, there will be
approximately 10,000,000 shares of Common Stock, 5,000,000 shares
of Preferred Stock and 2,000,000 warrants issued and outstanding
upon closing of the Transaction. The closing of the Transaction
is subject to negotiation and execution of a definitive business
combination agreement containing customary terms and conditions
and the filing of a Form S-8 Registration Statement under the
Securities Act of 1933 for the shares of Common Stock issuable to
Capston, legal counsel and the financial consultants. The closing
is expected to take place on April 2, 1999, or as soon thereafter
as practicable.
After completion of the Transaction, the Corporation will
finalize the development and commence commercialization of a
proprietary "tvemail" technology developed by Navis and eNote
Communications. The tvemail system is designed to serve as a low
cost internet alternative for residential customers who desire
access to e-mail and other on-line services, but wish to avoid
the cost and complexity of a PC or network computer based system.
The tvemail system will link client servers owned by the
Corporation with inexpensive remote communications interfaces
that are connected directly to residential customers' existing
televisions. The in-home equipment includes a communications
interface and wireless keyboard which will, in tandem with the
Corporation's server system, give an end-user easy access to e-
mail, news and a limited array of online services. The tvemail
system is expected to be significantly less expensive than any
available alternative, including network computers and Web TVT,
and the Corporation intends to provide both the in-home hardware
and the requisite on-line service to end-users for a fixed
monthly fee that is comparable to the monthly fees charged by low-
cost internet service providers.
ITEM 7.
Financial Statements and Exhibits
(c) Exhibits.
3.1 Amendment to the Certificate of Incorporation of eNote.COM, Inc.
(formerly Webcor Electronics, Inc.) dated March 24, 1999
4.1 Specimen Certificate for shares of the
Corporation's $0.01 par value Common Stock
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.
eNote.COM, Inc.
March 26, 1999
By: /s/
Sally A. Fonner, Chief Executive Officer
Restated Certificate of Incorporation-Page
AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
eNOTE.COM Inc.
(formerly Webcor Electronics, Inc.)
ARTICLE ONE
Webcor Electronics, Inc.. (the "Corporation"), pursuant to
the requirements of the General Corporation Law of the State of
Delaware, as amended, hereby adopts this Amendment to its
Certificate of Incorporation.
ARTICLE TWO
The Amendment to the Certificate of Incorporation set forth
herein was duly adopted in a resolution of the Corporation's
Board of Directors, submitted to the Corporation's stockholders
for their approval, and approved by a majority vote of the
Corporation's stockholders at a meeting called, noticed and held
on the 19th day of June, 1998 and finalized on March 23, 1999
after several adjournments of less than 30 days each.
ARTICLE THREE
The number of shares of the Corporation outstanding at the
time of such adoption and the number of shares entitled to vote
thereon was THREE MILLION, FOUR HUNDRED SEVENTY-SIX THOUSAND
THREE HUNDRED SEVENTY (3,476,370) shares of common stock (the
"Common Stock"). The holders of ONE MILLION, SEVEN HUNDRED EIGHTY-
FIVE THOUSAND, SIX HUNDRED THIRTY-ONE (1,785,631 shares) of
Common Stock were present at the meeting in person or by proxy
and each of the amendments set forth herein was approved by the
holders of a majority of the Corporations' issued and outstanding
shares of Common Stock.
ARTICLE FOUR
The provisions of the original Certificate of Incorporation
and all subsequent amendments thereto are hereby superseded by
the following amendments:
ARTICLE I
NAME
Effective with this filing, the name of the Corporation shall
be eNOTE.COM Inc.
ARTICLE IV
AUTHORIZED CAPITAL
From and after 5:00 p.m. EST on April 2,1999, the Corporation
shall be authorized to issue a total of Thirty Million
(30,000,000) shares of capital stock which shall be subdivided
into classes as follows:
(a)Twenty-five Million (25,000,000) shares of the Corporation's
capital stock shall be denominated as Common Stock, have a
par value of $.01 per share, and have the rights, powers and
preferences set forth in this paragraph. The Holders of
Common Stock shall share ratably, with all other classes of
common equity, in any dividends that may, from time to time,
be declared by the Board of Directors. No dividends may be
paid with respect to Corporation's Common Stock, however,
until dividend distributions to the holders of Preferred
Stock, if any, have been paid in accordance with the
certificate or certificates of designation relating to such
Preferred Stock. The holders of Common Stock shall share
ratably, with all other classes of common equity, in any
assets of the Corporation that are available for distribution
to the holders of common equity securities of the Corporation
upon the dissolution or liquidation of the Corporation. The
holders of Common Stock shall be entitled to cast one vote
per share on all matters that are submitted for a vote of the
stockholders. Effective at 5:00 p.m. EST on April 2,1999, and
without any further action by the holders the Common Stock of
the Corporation, the THREE MILLION, FOUR HUNDRED SEVENTY-SIX
THOUSAND THREE HUNDRED SEVENTY (3,476,370) issued and
outstanding shares of the Corporation's Common Stock shall
consolidated or "reverse split" in the ratio of one (1) new
share for every six and three-quarters (6 3/4) shares
currently held by a stockholder so that the total issued and
outstanding capital stock of the Corporation shall consist of
FIVE HUNDRED FORTY THOUSAND (540,000) shares, more or less.
No fractional shares shall be issued in connection with the
reverse split and all calculations that would result in the
issuance of a fractional share shall be rounded up to the
nearest whole number. In addition, no stockholder who was the
beneficial owner of at least 100 shares on the effective date
of this Amendment shall receive fewer than 100 shares of the
$.01 par value Common Stock of the Corporation in connection
with the implementation of the reverse split and all
calculations that would result in the issuance of fewer than
100 shares of Common Stock to such a stockholder shall be
rounded up to 100 shares.
(b)Five Million (5,000,000) shares of the Corporation's
authorized capital stock shall be denominated as Preferred
Stock, par value of $.01 per share. Shares of Preferred Stock
may be issued from time to time in one or more series as the
Board of Directors, by resolution or resolutions, may from
time to time determine, each of said series to be
distinctively designated. The voting powers, preferences and
relative, participating, optional and other special rights,
and the qualifications, limitations or restrictions thereof,
if any, of each such series of Preferred Stock may differ
from those of any and all other series of Preferred Stock at
any time outstanding, and the Board of Directors is hereby
expressly granted authority to fix or alter, by resolution or
resolutions, the designation, number, voting powers,
preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and
restrictions thereof, of each such series of Preferred Stock.
Dated March 24, 1999.
By:
Sally A. Fonner,
President and Sole
Director
ENOTE.com INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 29355N 10 9
NUMBER: ENO _______________
SHARES _________________
COMMON STOCK
[See reverse side for certain definitions]
This certifies that __________________ is the owner of
___________________
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR
VALUE ONE CENT ($.01) PER SHARE, OF ENOTES1, INC. (herein
called the "Corporation") transferable on the books of the
Corporation by the holder hereof in person or by duly
authorized attorney, upon surrender of this certificate
properly endorsed.
This certificate and the shares represented hereby are
issued and shall be held subject to all of the rovisions of
the Certificate of Incorporation and By-Laws of the
Corporation and any amendments thereto, to all of which the
holder by acceptance hereby assents. This Certificate is not
valid until countersigned by the Transfer Agent and
Registrar.
WITNESS the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated
Secretary: /s/ ___________________
President : /s/ ________________________
Countersigned and Registered: AMERICAN STOCK TRANSFER &
TRUST COMPANY, New York - Transfer Agent and Registrar
[authorized officer [signature]].
Corporate Seal: ENOTES, Inc., 1973, Delaware.
REVERSE SIDE:
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in common; TEN ENT - as tenants by the
entireties; JT TEN - as joint tenants with right of
survivorship and not as tenants in common; UNIF GIFT MIN ACT
- - __[cust]______custodian, _[minor]_ under Uniform Gifts to
Minors Act (state name).
FOR VALUE RECEIVED, [sellers' name] hereby sell, assign and
transfer unto ____________________ [social security number
or other identifying number of assignee; printed name and
address of assignee, including zip code] shares of the
capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint ____________
Attorney to transfer the said stock on the books of the
within named Corporation with full power of substitution in
the premises.
Dated:
Notice: The signature to this assignment must correspond
with the name as written upon the face of the certificate in
every particular, without alteration or enlargement or any
change whatever.
Signature(s) Guaranteed:
_____________________________
_______________________________
1SADF
