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): September 26, 2000
0-7349
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(Commission File Number)
eNote.com Inc.
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(Exact name of registrant as specified in its charter)
Delaware 59-3453153
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(Jurisdiction of Incorporation) (IRS Employer Identification Number)
185 Allen Brook Lane, Williston, Vermont 05495
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(Address of registrant's principal executive office)
(802) 288-9000
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(Registrant's telephone number)
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Item 1. Change in Control of Registrant
eNote.com Inc. (the "Company") and John R. Varsames ("Varsames"), a former
President, Chief Executive Officer and Director of the Company, entered into a
transaction on September 26, 2000 (the "Transaction") that has resulted in a
change in control of the Company. Varsames transferred 6,680,000 shares of the
Company's Common Stock to the Company in exchange for (i) all of the assets of
the Company's wholly-owned subsidiary WebATM, Inc. and (ii) subject to the
rights of James D. Richards and Martine Richards, the Company's 55% equity
interest in SolutioNet.com, Inc.
As a result of the Transaction the Company's issued and outstanding Common
Stock was reduced from 11,289,481 shares to 4,589,501 shares. This reduction in
outstanding shares had a pro-rata increase in the percentage of voting control
exercised by the remaining stockholders of the Company. Burton G. Friedlander, a
significant stockholder of the Company, had his percentage of voting control
increased from approximately 34% to 57% as a result of the Transaction. Mr.
Friedlander has voting and investment control over all 5,000,000 shares of the
Company's Convertible Preferred Stock, which is held by Friedlander
International Limited and Friedlander Limited Partnership through their
investment manager, Friedlander Capital Management Corp. of which Mr.
Friedlander is the sole stockholder. Furthermore, Mr. Friedlander exercises
voting and investment control over 461,500 shares of the Company's Common Stock.
In addition, Mr. Friedlander controls (a) immediately exercisable warrants to
acquire 2,000,000 shares of the Company's Common Stock at an exercise price of
$1.00 per share, (b) warrants to acquire 2,000,000 shares of the Company's
Common Stock at an exercise price of $2.50 per share, and (c) an 8% Convertible
Note in the principal amount of $250,000 which is convertible into the Company's
Common Stock at the ratio of one share for every $2.50 of converted principal
and interest; all of which if exercised and converted, as applicable, would
increase Mr. Friedlander's voting control to an aggregate percentage amount
equal to approximately 70%. All the figures in this report relating to Mr.
Friedlander's ownership interest, except for the warrants to acquire 2,000,000
shares of Common Stock at $2.50 per share and the $250,000 Convertible Note, are
based on a Statement on Schedule 13D filed by Mr. Friedlander and Friedlander
Capital Management Corp. with the Commission on July 15, 1999 and a Form 4
amended as of March 9, 2000 provided by Mr. Friedlander and Friedlander Capital
Management Corp., and the Company assumes no responsibility for the accuracy of
such information.
Prior to the Transaction, Mr. Varsames was the Company's largest single
shareholder, having voting control over 43.59% of the Company's capital stock.
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Item 2. Disposition of Assets
As part of the Transaction, the Company's subsidiary WebATM, Inc.
transferred all its assets and, subject to the rights of James D. Richards and
Martine Richards, the Company transferred all its equity interests in
SolutioNet.com Ltd (collectively the "Transferred Assets") to John R. Varsames,
a former President, Chief Executive Officer and Director of the Company. The
consideration received by the Company in exchange for the Transferred Assets
consisted of 6,680,000 shares of the Company's Common Stock. The net book value
of the Transferred Assets was approximately $198,779 or 5.83% of the Company's
total assets.
Item 5. Other Matters
Incorporated by reference to the Company's press release dated as of
September 28, 2000 which is attached as Exhibit 99.1 to this report.
Item 7(c). Exhibits
99.1 Press Release dated September 28, 2000.
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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.
By: /s/ Richard W. Schaaf
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Richard W. Schaaf
Vice President
Date: October 11, 2000
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated September 28, 2000.
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
ENOTE.COM INC ANNOUNCES CHANGES IN MANAGEMENT AND
BOARD OF DIRECTORS
WILLISTON, VT, September 28, 2000 - eNote.com Inc. (OTC Bulletin Board: ENOT),
today announced changes to the management team and Board of Directors.
Following the appointment of George Horton, CEO of eNote International.com, as
CEO of eNote.com Inc, the following management changes have been announced by
the Company.
Erik Lundberg has been appointed Vice President of Information Technology. In
this capacity, Mr. Lundberg will have responsibility for all IT aspects of both
TVemailTM and the related infrastructure and support systems. Prior to joining
eNote in May of this year, Mr. Lundberg held senior positions at Vertek
Corporation and Borders Group.
Rick Schaaf has been appointed Vice President of Market Development. In addition
to his responsibilities of directing the design and manufacture of the TVemail
appliance, Mr. Schaaf will also oversee the development of strategic
partnerships and coordinate all resulting technical and marketing activities.
Prior to joining eNote, Mr. Schaaf held several senior marketing and product
development positions at IBM.
Mark Boucher, Vice President of Finance, will assume responsibility for all
financial and accounting matters, replacing Michael Grennan who has resigned as
CFO and as a member of the Board of Directors. Mr. Boucher joined eNote in May
of this year as Controller, coming from Fresh Connections where he was VP of
Finance.
Mr. Horton stated, "Our primary focus is the worldwide deployment of TVemail.
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This new management team was selected on the basis of their technical and
marketing experience, as well as their ability to deliver our product and
services."
The company also announced today that John Varsames, former CEO of eNote.com,
has resigned from the Board of Directors and exchanged 6.7 million shares of
founder stock for certain non-strategic assets. Giving effect to this
transaction, the Company now has approximately 4,589,000 shares of common stock
and 5,000,000 shares of voting convertible preferred stock outstanding.
The Company also announced that Stanley Blau has resigned from the Board of
Directors.
About eNote.com Inc.
eNote.com Inc. (OTC Bulletin Board: ENOT) is thecreator of TVemailTM, a low-cost
network appliance that allows users to send and receive email, view Internet
content and conduct e-commerce via their television and existing phone line. The
product, a small set-top "mailbox" and wireless keyboard, gives users the
ability to send and receive text e-mail and receive news and information, TV
listings, weather and other useful content from the Internet. Through a patent
pending EZ-ColorTM user interface, TVemail utilizes four color-coded buttons on
the wireless keyboard that correspond with colored commands on the television
screen. TVemail provides a very short learning curve for novice users who have
no prior Internet or computer experience, helping eNote to fulfill its mission
to make technology easily accessible and user-friendly.
This release may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
involve risks and uncertainties. In particular, any statements regarding
expectations with respect to future product development or introductions, sales
or profitability are subject to known and unknown risks, uncertainties and
contingencies, many of which are beyond eNote.com's control, which may cause
actual results, performance or achievements to differ materially from those
projected or implied in such forward-looking statements. Factors that might
affect actual results, performance or achievements include, among other things,
eNote.com's ability timely and successfully to develop and market its products
and to finance its operations in light of competitive pressures and
technological factors as well as risks relating to eNote.com's corporate
structure, financial resources, operations and technologies and to the internet
and online commerce, generally. These factors are described in eNote.com's
Securities and Exchange Commission filings, including its Quarterly Report on
Form 10-Q filed August 15, 2000. eNote.com accepts no obligation to update these
forward-looking statements and does not intend to do so.
More information about eNote.com Inc. and TVemail can be found at
http://www.enote.com or by contacting Julia Andrews at 802-288-9000.
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