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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):
March 20, 2000
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I-STORM, INC.
(Formerly Digital Power Holding Company)
(Exact name of registrant as specified in its charter)
________________________
NEVADA 2-93477-D 87-0410127
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2440 WEST EL CAMINO REAL, SUITE 520
MOUNTAIN VIEW, CALIFORNIA 94040
(Address of principal executive offices)
Registrant's telephone number, including area code: (650) 962-5420
________________________
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ITEM 5. OTHER EVENTS
I-STORM, INC. ENTERS INTO STOCK SUBSCRIPTION AGREEMENT AND PROFESSIONAL SERVICES
AGREEMENT WITH SHERIDAN RESERVE INCORPORATED d/b/a NEVADABOBS.COM
On March 20, 2000, I-Storm, Inc.("I-Storm" or the "Company") entered into a
Professional Services Agreement with Sheridan Reserve Incorporated d/b/a
NevadaBobs.com, Inc. ("Sheridan") to build and operate "NevadaBobs.com," the
dot.com spinoff of Nevada Bob's Golf, Inc., a worldwide specialty golf retailer.
Under the Professional Services Agreement, I- Storm will provide the technical
architecture and platform for NevadaBob.com's e-store site and will also provide
development and implementation services for the site.
In connection with the transaction, I-Storm has also entered into a
subscription agreement with Sheridan to purchase up to 1,350,000 shares, or
7.94% of Sheridan's outstanding common stock at a price of $2.25 Canadian
Dollars per share. It is anticipated that the proceeds of Sheridan's payments
for I-Storm's professional services will be used for the purchase of Sheridan's
common stock. Sheridan's common stock currently trades on the Canadian Dealing
Network (CDN:SHRI) exchange.
EXHIBITS DESCRIPTION
- -------- -----------
EXHIBIT 10 PROFESSIONAL SERVICES AGREEMENT AND STATEMENT OF WORK*
EXHIBIT 20 SHERIDAN RESERVE INCORPORATED SUBSCRIPTION AGREEMENT **
EXHIBIT 99.1 PRESS RELEASE
* Confidential treatment will be requested for this agreement pursuant to
Rule24b-2 of the Securities Exchange Act of 1934.
**To be promptly submitted by Amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
I-Storm has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
I-STORM, INC.
Date: March 24, 2000 By: /S/ Calbert Lai
--------------------------------
Calbert Lai,
President
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[i-storm Logo Here]
Professional Services Agreement
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This Professional Services Agreement between Sheridan Reserve Incorporated dba
Nevadabobs.com., ("Client"), I-Storm, Inc. ("I-Storm") and InfoCast Corporation
(IFCC) sets forth the terms and conditions pursuant to which I-Storm shall
provide certain professional services, ongoing support and other materials for
the benefit of the Client.
IFCC will manage this agreement on behalf of the Client, and I-Storm agrees that
they will accept input from time to time from the designated representative of
IFCC.
SCOPE OF SERVICES
I-Storm shall provide certain consulting services to Client as set forth in the
accompanying exhibit accepted in writing by the parties ("Statement of Work").
All software code, documentation, materials, and other proprietary information
("Work Product") which may be developed in the course of performing or arising
from the Statement of Work or otherwise provided by I-Storm in connection with
its performance under a Statement of Work shall be deemed to constitute a
separate work project under this Agreement. No modification may be made to any
Statement of Work without the agreement of both parties as evidenced by both
parties mutual written consent. To permit the services to be performed in
accordance with the Statement of Work, Client shall perform all of its
obligations set forth herein in a timely manner. These obligations shall
include, but are not limited to, providing I-Storm with access to Client
employees, facilities, hardware, software and other resources or materials that
may be required to facilitate completion of the Statement of Work.
USE OF THE WORK PRODUCT
Upon completion and acceptance of the Statement of Work, the Client shall be
entitled to use the Work Product only for the processing of end user data at the
installation site set forth in the Statement of Work and subject to the terms
and conditions of this Agreement. Both Client and I-Storm acknowledge that the
Statement of Work and the Work Product has been developed for a single
designated end user.
TITLE AND CONFIDENTIALITY
Except as specifically provided in a Statement of Work, I-Storm retains all
right, title and interest in and to the Work Product. The Work Product shall not
constitute "work made for hire" as that term is defined in Section 101 of the
United States Copyright Act of 1976. In addition, Client and its employees will
keep the Work Product strictly confidential, and will neither use the Work
Product for other than its internal and intended operations nor market, copy,
disclose or otherwise distribute the Work Product to anyone other than its
authorized employees. Client will not remove or destroy any proprietary markings
of I-Storm. In the event that Client makes any changes or modifications to the
Work Product, Client agrees that such changes and modifications shall constitute
the property of I-Storm, unless I-Storm has given its prior written consent to
the contrary. The provisions set forth in this section shall survive the
termination of this Agreement for any reason.
2440 West El Camino Real, Suite 520, Mountain View, CA 94040
PH 650.962-5420 o FAX 650.962-5429 o EMAIL [email protected] o www.i-storm.com
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EXCLUSIVITY
I-Storm agrees to not offer a Work Product to other entities who compete with
Nevadabobs.com in the golf equipment and services business without expressed
written consent from Client.
LIMITED WARRANTY
I-Storm warrants that it will utilize its best efforts to perform the services
set forth in the Statement of Work with employees who possess the appropriate
skills to perform in accordance with the Statement of Work. I-Storm further
warrants that all contractors or outside resources that may be required will
possess appropriate skills to perform in accordance with the Statement of Work.
I-Storm warrants that I-Storm will defend or, at its option, settle any action
at law against Client based upon a claim that Client's use of the Work Product
in accordance with this Agreement infringes any patent, copyright or other
intellectual property right of any third party, if notified promptly in writing
of any such claim and given authority, information and assistance by the Client
to defend or settle any suit or legal proceeding brought against the Client in
relation to the Statement of Work or the Work Product. The Client agrees that
information and assistance provided to I-Storm will be at the Client's expense.
In case any portion of the Work Product is held in such suit or proceeding to
constitute an infringement and its use is enjoined, I-Storm shall, at its own
expense and at its option, either (a) procure for the Client the right to
continue use, or (b) replace the Work Product with a non-infringing version of
comparable functionality. This section sets forth I-Storm's entire liability for
infringement of any third party's intellectual property rights. I-Storm further
warrants that the Work Product will comply with the specifications set forth in
the applicable Statement of Work during the limited period provided in the
Statement of Work, or for two (2) years following delivery of the Work Product.
I-Storm will use its best efforts, consistent with industry standards, to cure
any defect or non-conformity with such specifications during such period.
WARRANTY AND LIABILITY LIMITATIONS
Except as set forth above, no other warranties, whether express or implied,
including without limitation, the implied warranties of merchantability and
fitness for a particular purpose, are made by I-Storm. I-Storm warrants that
this technology is good for its intended use. In no event will I-Storm be liable
to Client or any other party for any loss, including time, money, goodwill, lost
profits, and consequential damages based on contract, tort or other legal
theory, which may arise hereunder or from the use, operation or modification of
the work product. The maximum liability of I-Storm hereunder shall not exceed
the amount actually paid by client under the applicable task contained in the
Statement of Work.
PAYMENT
Client agrees to pay I-Storm on a timely basis the fees and charges set forth in
the Statement of Work, in addition to any associated tariffs, duties or taxes
(other than income taxes) imposed or levied by any government agency. Client
agrees that it shall be responsible to reimburse I-Storm for all reasonable,
pre-approved travel and incidental out-of-pocket expenses incurred by I-Storm in
providing the services, unless otherwise provided in the Statement of Work.
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BREACH AND TERMINATION
If Client breaches any term of this Agreement or any Statement of Work, or fails
to pay any valid invoice rendered by I-Storm, I-Storm will have the right to
terminate this Agreement on 30 days written notice as well as all Statements of
Work then in process and, in addition to all other rights of I-Storm, all
amounts which would have become due and payable under this Agreement including
any Statement of Work will immediately become due and payable to I-Storm. Any
invoice which is unpaid by Client when due shall be subject to an interest
charge of 1% per month or part thereof plus such late payment charge as I-Storm
may reasonably require to cover its additional costs of administration and
collection.
Client may terminate any portion of any Statement of Work by giving I-Storm
thirty (30) days prior written notice any by paying to I-Storm all invoices
representing services performed through the proposed date of termination.
ASSIGNMENT
Client may not assign, transfer, sell or encumber this Agreement, the use of, or
information contained in any Work Product, or its rights and obligations under
this Agreement without the prior written consent of I-Storm.
CONFIDENTIALITY
The Client and I-Storm may provide to one another information that is
confidential ("Confidential Information") in the course of the Agreement.
Confidential Information is technical information, trade secrets, business plans
or any other information that is designated confidential. Confidential
information does not include information which: (a) is or becomes a part of the
public domain through no act or omission of the other party; (b) was in the
party's lawful possession prior to the disclosure and had not been obtained by
the other party either directly or indirectly from the disclosing party; (c) is
lawfully disclosed to the other party by a third party with restriction on
disclosure; (d) is independently developed by the other party; or (e) is
disclosed by operation of law. The parties agree to not disclose Confidential
Information during all Statements of Work and for a period of three (3) years
after completion of all Statements of Work.
INDEPENDENT CONTRACTOR
I-Storm shall perform the services set forth in the Statement of Work as an
independent contractor and neither I-Storm nor its employees shall be deemed to
be employees of Client. I-Storm shall determine in its sole discretion which of
its employees or subcontractors shall be assigned to perform any consulting
services for Client and may reassign any employee or subcontractor at ay time.
I-Storm is solely responsible for required filings, payments and any associated
expenses of its employees.
NON-SOLICITATION OF EMPLOYEES
Client agrees that it will not, without the prior written consent of I-Storm,
solicit or hire any I-Storm employee, or induce such employee to leave I-Storm's
employment directly or indirectly, for a period of twelve (12) months after the
most recent time such employee has performed any services for Client.
GOVERNING LAW
This Agreement will be construed, interpreted, and applied in accordance with
the laws of the State of California (excluding its body of law controlling
conflicts of laws and is deemed to be executed in Mountain View, California.
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JURISDICTION
Any legal action or proceeding relating to this Agreement shall be instituted in
San Francisco or San Mateo County, California. I-Storm and Client agree to
submit to the jurisdiction of, and agree that venue is proper in, the aforesaid
jurisdiction in any such legal action or proceeding.
NOTICES
All notices pursuant to this Agreement shall be sent by certified mail, postage
prepaid, and shall not be deemed to have been given until received by the other
party.
SEVERABILITY
If one or more of the provisions in this Agreement are deemed void by law, then
the remaining provisions will continue in full force and effect.
WAIVER
The waiver by either I-Storm or Client of any default or breach of this
Agreement shall not constitute a waiver of any other or subsequent default or
breach. Except for actions of nonpayment or breach of either party's
intellectual property rights, no action, regardless of form, arising out of this
Agreement may be brought by either party more than two (2) years after the cause
of action has occurred.
FORCE MAJEURE
Neither party shall be in default or otherwise liable for any delay in or
failure of its performance under this Agreement or a Statement of Work where
such delay or failure arise by reason of any Act of God, or any government or
government body, acts of the common enemy, the elements, strikes or labor
disputes, or other similar or dissimilar cause beyond the control of I-Storm or
the Client.
EXPORT ADMINISTRATION
Both I-Storm and Client agree to comply with all relevant export laws and
regulations of the United States to assure that neither any software or other
product produced under a Statement of Work is (1) exported, directly or
indirectly, in violation of Export Laws or (2) is intended to be used for any
purposes prohibited by the export laws.
ENTIRE AGREEMENT
This Agreement, together with the applicable Statement of Work, represents the
entire agreement between I-Storm, the Client and IFCC with respect to the Work
Product and the services, obligations and responsibilities to be performed by
the parties hereunder. I-Storm and Client agree that all other agreements,
proposals, purchase orders, representations and other understandings concerning
the subject matter of this Agreement, whether oral or written, between the
parties are superseded in their entirety by this Agreement. No alterations or
modifications of this Agreement will be valid unless made in writing and signed
by the parties. No attachment, supplement or exhibit to this Agreement shall be
valid unless initialed by an authorized signatory of I-Storm and the Client.
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DESIGNATED REPRESENTATIVES
I-Storm, Inc.: Cal Lai
Sheridan Reserve Incorporated dba Nevadabob's.com: Kevin Baker
InfoCast Corporation: Wayne Bester
<TABLE>
<CAPTION>
Sheridan Reserve Incorporated dba
I-Storm, Inc. Nevadabobs.com InfoCast Corporation
<S> <C> <C>
By: /S/ Cal Lai By: /S/ Kevin Baker By: /S/ Wayne Bester
- ---------------------------- ------------------------------ -----------------------------
Authorized Signature Authorized Signature Authorized Signature
____________________________ ______________________________ _____________________________
Name Name Name
____________________________ ______________________________ _____________________________
Date Date Date
____________________________ ______________________________ _____________________________
Title Title Title
Address Address
____________________________ ______________________________ _____________________________
____________________________ ______________________________ _____________________________
____________________________ ______________________________ _____________________________
</TABLE>
[STATEMENT OF WORK]
Confidential Treament requested pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.
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Contacts: Cal Lai Kevin Baker, Q.C. Lyle Edwards
I-Storm, Inc. NevadaBobs.com, Inc. Nevada Bob's Golf Inc.
(659) 318-0300 (403) 294-0600 (403) 217-2342
[email protected] [email protected] [email protected]
Rick Shannon Daniel/Aimee Boutcher
InfoCast Corporation Boutcher & Boutcher
(403) 294-1161 (973) 239-2878
[email protected] [email protected]
SHERIDAN RESERVE INC. (TO BE RENAMED NEVADABOBS.COM), NEVADA BOB'S GOLF INC.
AND I-STORM, INC. PARTNER TO CREATE LARGEST ONLINE
E-TAILER OF BRAND NAME GOLF PRODUCTS AND SERVICES
MOUNTAIN VIEW, CA, March 21, 2000 -- I-Storm, Inc. (OTCBB:ISTM), a leading
e-commerce developer and incubator has announced a partnership with Sheridan
Reserve Inc. (CDN:SHRI) to develop, and build NevadaBobs.com, the e-tail spinoff
of Nevada Bob's Golf Inc. (TSE:NBC), the world's largest specialty golf
retailer. InfoCast Corporation (OTCBB:IFCC) has also been engaged by
NevadaBobs.com to provide coordination and hosting services for the dot com
entity. NevadaBobs.com is scheduled to open in summer 2000.
"Our goal is to create the world's dominant golf e-tailer by leveraging our
worldwide brand, our customer base, and our buying power to create an online
experience that is unequalled in the industry," says Kevin Baker, Vice President
of NevadaBobs.com and a former member of the Nevada Bob's Golf Inc. Board. He
added, "The merchandising, marketing and technology savvy of I-Storm will allow
us to quickly scale online and become the number one e-tailer in golf."
"NevadaBobs.com is a perfect example of how a traditional retailer can leverage
its strengths in brand, customer base, and purchasing power to develop a
dominant online selling presence by partnering with I-Storm's online expertise.
We are excited about NevadaBobs.com's ability to dominate golf online," said Cal
Lai, I- Storm President and CEO.
I-Storm and Nevada Bob's Golf will become equity partners in NevadaBobs.com
(Sheridan Reserve). Nevada Bob's Golf will provide NevadaBobs.com with
merchandising, procurement, and marketing support.
"Our golf e-tailing partnership with Sheridan and I-Storm leverages one of the
most recognizable brands in golf with our strength in merchandising and
marketing to dominate golf on-line," says Lyle Edwards, President of Nevada
Bob's Golf.
"The online marketing and technology expertise that I-Storm brings to the
partnership will accelerate our e-tailing initiatives significantly. We expect
to be online this summer with a personalized shopping experience that
complements and extends our in-store knowledge," says Martin Bunting, COO Nevada
Bob's Golf.
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Chris Wagner, Executive Vice President and General Manager for Computer
Associates Services, an I-Storm strategic partner said, "NevadaBobs.com and
I-Storm are creating a model for established companies to create focus around
their e-commerce channels of distribution in a short period of time." He added,
"We are very excited to leverage our expertise in technology and integration to
help build the online store experience."
I-STORM, INC. (OTC BB: ISTM) PARTNERS WITH SUCCESSFUL BRANDS TO CO-DEVELOP,
CO-FUND AND CO-MANAGE AGGRESSIVE E-COMMERCE VENTURES. I-STORM'S EXPERTISE IN
E-BUSINESS STRATEGY, SITE DEVELOPMENT AND RETAIL OPERATIONS, COUPLED WITH ITS
WILLINGNESS TO INVEST IN THE OPPORTUNITIES IT IDENTIFIES, AFFORDS FORTUNE 1000
COMPANIES A UNIQUE OPPORTUNITY TO QUICKLY GET TO MARKET WITH HIGHLY COMPETITIVE
E-COMMERCE SYSTEMS. COMBINING THE ROLES OF AN OUTSOURCE SERVICE PROVIDER AND AN
E-BUSINESS INCUBATOR, I-STORM BUILDS AND OPERATES WORLD-CLASS ONLINE SELLING
SYSTEMS, HARNESSING BEST-OF-BREED TECHNOLOGIES AND INNOVATIVE BUSINESS PRACTICES
DRAWN FROM ITS EXPERIENCE AS A SILICON VALLEY PIONEER IN E-COMMERCE AND
INTERACTIVE MARKETING. BY LEVERAGING THE EXISTING BRAND, FULFILLMENT AND SUPPORT
INFRASTRUCTURES OF ITS PARTNERS, I-STORM IS ABLE TO FOCUS ENTIRELY ON SITE
DEVELOPMENT AND GROWTH, SHARING IN THE RISKS AND REWARDS OF THE NEW CHANNEL. FOR
MORE INFORMATION, PLEASE VISIT I-STORM AT http://www.i-storm.com/.
SHERIDAN RESERVE INCORPORATED DBA NEVADABOBS.COM, INC. (CDN:SHRI) IS THE DOT COM
SPINOFF OF NEVADA BOBS GOLF INC., THE WORLDS LARGEST RETAIL CHAIN OF GOLF
SPECIALTY STORES. THE NEVADA BOB'S SYSTEM OF STORES CONSISTS OF 281 STORES
WORLDWIDE. NEVADABOBS.COM WILL BE THE LEADING INTERNET RETAILER OF BRAND NAME
GOLF PRODUCTS AND SERVICES BY COMBINING ONE OF THE WORLD'S MOST RECOGNIZABLE
BRANDS AND UNPARALLELED EXPERTISE IN THE GOLF SPECIALTY INDUSTRY WITH A UNIQUE
ONLINE SHOPPING EXPERIENCE THAT IS SECOND TO NONE. NEVADABOBS.COM WILL OFFER
THOUSANDS OF PRODUCTS IN A WIDE SELECTION OF BRAND NAMES
INFOCAST CORPORATION IS THE LEADING E-ENABLING APPLICATION SERVICE PROVIDER
(ASP), PROVIDING SECURE, SCALABLE INFRASTRUCTURE-ON-DEMAND ALLOWING ENTERPRISES
TO FOCUS ON BUILDING CLOSER RELATIONSHIPS WITH CUSTOMERS, PARTNERS, AND
EMPLOYEES. CORE INFOCAST OFFERINGS INCLUDE VIRTUAL CALL CENTER (VCC), TELEWORK,
AND E-LEARNING APPLICATIONS COUPLED WITH BEST-OF-BREED OFFERINGS FOR CUSTOMER
CARE, DATA WAREHOUSING, AND E-COMMERCE. MORE INFORMATION ABOUT INFOCAST
CORPORATION CAN BE FOUND ON THE WEB AT WWW.INFOCAST-CORP.COM.
# # #
All referenced product names are trademarks of their respective companies.
The statements made in this release that are not historical facts contain
forward-looking information that involves risks and uncertainties. Important
factors that may cause actual results to differ include, but are not limited to,
the impact of competitive products and services, each company's ability to
manage growth and to develop e-Business, the effect of economic and business
conditions, changes in technology and other risks detailed from time to time in
the company's filings with the Securities and Exchange Commission.
