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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 7, 2000*
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flightserv.com
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(Exact name of registrant as specified in its charter)
Delaware 1-8662 23-2265039
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
3343 Peachtree Road, N.E., Suite 530, Atlanta, Georgia 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 869-2599
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*Item 5 of the Report also includes information from August, 2000.
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Item 2. Acquisition or Disposition of Assets.
On September 7, 2000, flightserv.com (the "Company") acquired all of
the issued and outstanding stock (the "DM Acquisition") of DM Marketing, Inc.,
a Delaware corporation ("DM"). The DM Acquisition was consummated in accordance
with the terms of the Stock Purchase Agreement dated as of August 16, 2000 (the
"DM Purchase Agreement") among the Company, DM, Michael Pruitt and Darek
Childress (together with Mr. Pruitt, the "DM Stockholders"). Pursuant to the DM
Purchase Agreement, the Company acquired all of the issued and outstanding
capital stock of DM from the DM Stockholders and the DM Stockholders received,
in the aggregate, 8,450,000 shares of the Company's common stock (the "Share
Consideration"). The Share Consideration was determined in arm's length
negotiations between the Company and the DM Stockholders and was recommended by
a Special Committee of the Company's Board of Directors and approved by the
Company's Board of Directors.
As a result of the DM Acquisition, DM is a wholly-owned subsidiary of
the Company. DM, based in Pensacola, Florida, operates a call center providing
telemarketing, help desk and other services for Internet related companies. In
addition to its call center assets, DM has approximately $450,000 in cash
assets and less than $25,000 in debt.
The foregoing description of the DM Acquisition and the DM Purchase
Agreement is qualified in its entirety by reference to the DM Purchase
Agreement which is filed as an exhibit to this report and incorporated herein
by reference.
Item 5. Other Events
On August 25, 2000, the Company acquired all of the issued and
outstanding capital stock (the "IASL Acquisition") of Internet Aviation
Services, Ltd., a Nevada corporation ("IASL"). The IASL Acquisition was
consummated in accordance with the terms of the Stock Purchase Agreement dated
August 11, 2000 (the "IASL Purchase Agreement") among the Company, IASL and
Caliente Consulting, Inc., an Oklahoma corporation and the sole shareholder of
IASL ("Caliente"). Pursuant to the IASL Purchase Agreement, the Company
acquired all of the issued and outstanding capital stock of IASL from Caliente
and Caliente received 1,750,000 shares of the Company's common stock (the "IASL
Share Consideration"). In addition, at the Closing, IASL entered into one year
employment agreements with Kent R. Elsbree and Arthur C. Evans, IASL's current
management team. The Share IASL Consideration was determined in arm's length
negotiations between the Company, Caliente and Messrs. Elsbree and Evans. The
Acquisition was recommended by a Special Committee of the Company's Board of
Directors and approved by the Company's Board of Directors.
As a result of the IASL Acquisition, IASL is a wholly-owned subsidiary
of the Company. IASL is a new leisure and business travel service company that
plans to operate private charter services in select markets. IASL has entered
into agreements to provide tour operator Vacation Express of Atlanta, Georgia
with air charter services between Charlotte, North Carolina and
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Cancun, Mexico (the "Charter Agreements"). Pursuant to the terms of the Charter
Agreements, IASL, will begin providing indirect charter air services from
Charlotte, North Carolina to Cancun, Mexico on December 21, 2000 and will
continue to provide such service for 12 months. In addition, the agreement
contemplates adding seasonal flights from Atlanta, Georgia and New Orleans,
Louisiana to Cancun. The aircraft will be operated by Southeast Airlines, will
have a minimum capacity of 115 passengers and is to fly six non-stop round trip
flights per week. IASL expects to generate average revenue of approximately
$750,000 per month from the Charlotte to Cancun flights. The operation of the
charter flights are subject to applicable United States and Mexican government
approvals.
The foregoing description of the IASL Acquisition and the IASL
Purchase Agreement is qualified in its entirety by reference to the IASL
Purchase Agreement which is filed as an exhibit to this report and incorporated
herein by reference.
On August 31, 2000, the Company completed a private placement of
shares (the "Private Placement") through RichMark Capital Corporation providing
proceeds to the Company of $2,651,000 less placement fees of 7.5% payable to
RichMark Capital Corporation. In the Private Placement, the Company sold
7,070,000 shares of the Company's common stock at $0.375 per share. The Private
Placement was recommended by a Special Committee of the Company's Board of
Directors and was approved by the Company's Board of Directors.
Statements in this report about anticipated or expected future revenue
or growth or expressions of future goals or objectives are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. All forward-looking statements in this report are based upon
information available to the Company on the date of this report. Any
forward-looking statements involve risks and uncertainties, including those
risks and uncertainties described in the Company's filings with the Securities
and Exchange Commission, that could cause actual events or results to differ
materially from the events or results described in the forward-looking
statements, whether as a result of new information, future events or otherwise.
Readers are cautioned not to place undue reliance on these forward-looking
statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) - (b) Financial Statements and Pro Forma Financial Information.
All required financial statements and pro forma financial information will be
filed by amendment to this Report not later than 60 days after the date hereof.
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of August 16, 2000
between the Company, DM Marketing, Inc., Michael
Pruitt and Darek Childress.
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Pursuant to Item 601(b)(2), the exhibits to the
Stock Purchase Agreement have been omitted and the
Company agrees to furnish copies of such exhibits
supplementally to the Commission upon request.
2.2 Stock Purchase Agreement dated as of August 11, 2000
between the Company, Internet Aviation Services,
Ltd. and Caliente Consulting. Pursuant to Item
601(b)(2), the exhibits to the Stock Purchase
Agreement have been omitted and the Company agrees
to furnish copies of such exhibits supplementally to
the Commission upon request.
99.1 Press Release dated September 14, 2000
99.2 Press Release dated September 8, 2000
99.3 Press Release dated August 31, 2000
99.4 Press Release dated August 25, 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.
FLIGHTSERV.COM
By: /s/ William L. Wortman
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William L. Wortman
Vice-President and Chief Financial Officer
Dated: September 21, 2000
