CRAFTCLICK COM INC
8-K, 2000-12-01
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) November 27, 2000

                              CRAFTCLICK.COM, INC.
                              --------------------
             (Exact Name of Registrant as Specified in Its Charter)


<TABLE>
<S>                                  <C>                        <C>
           Utah                         2-97869-D                 87-0419571
----------------------------         ----------------           -------------
(State or Other Jurisdiction         (Commission File           (IRS Employer
of Incorporation)                    Number)                    Identification
                                                                No.)
</TABLE>



432 Culver Blvd., Playa Del Rey, CA                                   90293
----------------------------------------                            ----------
(Address of Principal Executive Offices)                            (Zip Code)


                                 (310) 827-3500
                                 --------------
                         (Registrant's Telephone Number)


          -------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)



<PAGE>   2

ITEM 1. CHANGES IN CONTROL OF REGISTRANT.


        Reference is made to that certain Stock Purchase Agreement made and
entered into as of the 27th day of November, 2000 (the "Agreement"), by and
between Registrant and Metropolitan Capital Partners, LLC, a California limited
liability company ("MCP"). Copies of the Agreement and of Exhibit A thereto
("Exhibit A") are attached hereto as Exhibit 99.1 and incorporated herein by
this reference.

        Pursuant to the Agreement, Registrant agreed to issue and sell to MCP
25,000,000 shares (the "Common Shares") of Registrant's common stock, $0.001 par
value (the "Common Stock"), and 1,000 shares (the "Series C Shares") of
Registrant's Series C Convertible Preferred Stock, in consideration of MCP's
agreements to:

                (i) pay Registrant $100,000 for the Common Shares by canceling
$100,000 of indebtedness owing by Registrant to MCP on account of a $100,000
loan;

                (ii) pay Registrant, on December 1, 2000, $10,000 for the Series
C Shares; and

                (iii) continue to assist Registrant in its negotiations with
potential merger partners during the six-month period following the date of the
Agreement. (The cash prices referred to in clauses (i) and (ii) above were
established in consideration of the valuable and vital assistance previously
rendered by MCP to Registrant in connection with Registrant's discussions with
potential merger candidates as well as MCP's agreement referred to in this
clause (iii) to continue to provide such valuable and vital assistance.)

        The $110,000 used by MCP to pay the cash portion of the purchase price
for the Common Shares and the Series C Shares was obtained by MCP as a loan
("Loan") from its affiliate, Metropolitan Capital Partners, Inc., a California
corporation ("MCP Inc."). The Loan is evidenced by a promissory note of MCP,
dated December 1, 2000 (the "Note"), made payable to MCP Inc., or order. Unpaid
principal of the Note bears interest at the rate of 10% per annum from the date
of the Note; and all unpaid principal and interest is due and payable in full on
December 1, 2001. MCP may pay all or any portion of the obligations evidenced by
the Note prior to the due date without premium or penalty. All amounts paid are
required to be applied first against costs of collection, then against accrued
and unpaid interest and then against unpaid principal. The obligations evidenced
by the Note are not secured.

        Including the Common Shares plus an additional 26,000 shares of Common
Stock that also are beneficially owned by MCP (the "Additional Common Shares"),
there presently are approximately 44,765,018 shares of Common Stock outstanding.
Each such share of Common Stock presently is entitled to one vote per share.
Also presently outstanding are 139,000 shares of the Series A Convertible
Preferred Stock of Registrant (the "Series A Shares"). Such Series A Shares
presently are convertible into an aggregate of 3,537,553 shares of Common Stock;
they



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<PAGE>   3

also are entitled to vote together with the holders of outstanding Common Stock
as a single class, and, in connection therewith, to that number of votes that is
equal to the number of shares of Common Stock into which they are convertible
(i.e., they presently have an aggregate of 3,537,553 votes). Consequently, the
Common Shares and Additional Common Shares collectively comprise approximately
55.9% of the outstanding Common Stock and approximately 51.81% of all
outstanding voting securities (computed on the basis of the number of votes to
which such shares are entitled) of Registrant. Therefore, by virtue of its
beneficial ownership of the Common Shares and the Additional Common Shares, MCP
presently possesses the requisite voting power to control Registrant.

        In addition to the Common Shares and Additional Common Shares, MCP
beneficially owns the 1,000 Series C Shares it acquired pursuant to the
Agreement. As more fully set forth in the Certificate of Designation, Powers,
Preferences and Rights of the Series C Convertible Preferred Stock that is
included as a part of Exhibit A to the Agreement, the Series C Shares presently
have no voting rights. However, they are convertible in whole, but not in part,
at any time at MCP's option into a number of shares of Common Stock equal to
11.5% of the outstanding shares of Common Stock (computed on a fully diluted
basis after giving effect to such conversion); and, if MCP does not voluntarily
elect to exercise its conversion rights before then, conversion will occur
automatically on the earliest to occur of (i) December 31, 2001, or (ii) the
occurrence of certain business combinations or similar events involving
Registrant. Based solely upon the number of voting securities of Registrant that
presently are outstanding, if the Series C Shares were to be converted into
Common Stock, as aforesaid, MCP's beneficial ownership, and, thus, its voting
control, of Registrant would be proportionately increased.

        The managing members of MCP are Michael Lafferman, Mark Daugherty and
James Sacks. They own an approximately 50%, 25% and 25%, respectively,
percentage interest in MCP insofar as interests in Registrant's securities
beneficially owned by MCP are concerned; however, all decisions respecting the
voting or disposition of securities of Registrant that are beneficially owned by
MCP require approval by a majority in interest of such individuals. All of the
outstanding capital stock of MCP Inc. is owned by Mr. Lafferman.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

        Not applicable.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP.

        Not applicable.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

        Not applicable.



                                       3
<PAGE>   4

ITEM 5. OTHER EVENTS.

        Not applicable.

ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.

        Not applicable.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        a.      Exhibits:

                99.1    Stock Purchase Agreement dated November 27, 2000, by and
                        between CRAFTCLICK.COM, INC., and METROPOLITAN CAPITAL
                        PARTNERS, LLC.

ITEM 8. CHANGES IN FISCAL YEAR.

        Not applicable.

ITEM 9. REGULATION FD DISCLOSURE.

        Not applicable.


                                   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 hereunto duly authorized.

Date:   December 1, 2000                          CRAFTCLICK.COM, INC.
                                                      (Registrant)


                                                  By:  /s/ Sandip Seth
                                                     ---------------------------
                                                  Sandip Seth, President



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