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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
September 14, 2000
Date of Report
(Date of Earliest Event Reported)
Commission File No. 2-97869-D
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CRAFTCLICK.COM, INC.
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(Name of Small Business Issuer in its Charter)
Utah 2-97869-D 87-0419571
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
432 Culver Blvd.
Playa Del Rey, California 90293
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (310) 827-3500
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Item 1. Changes in Control of Registrant.
On September 14, 2000, the Registrant and Russell T. Murray executed a
Binding Memorandum of Understanding (the "Murray Agreement") that was
approved by the Board of Directors. Pursuant to the Murray Agreement, Mr.
Murray agreed to: (i)provide a two year commitment to maintain an online arts
and crafts web site for the Registrant and to ship customer orders, if
applicable; (ii) maintain the Registrant's "public company" status and fulfill
the filing requirements with the Securities and Exchange Commission for a
minimum of two years; and satisfy the Registrant's ongoing obligations, and
maintain the Registrant as a "going concern" for a minimum of two years.
Mr. Murray's obligations are an effort to ensure that the Registrant can meet
its obligations on a timely manner during the next two years.
In consideration of the foregoing, the Registrant agreed to amend its
Articles of Incorporation to provide for a class of Series B Preferred Stock
convertible into common stock on a one for one basis and requiring this Series
to be voted with the common stock, on a basis of 20 votes per each share (see
Item 5), and to initially issue Mr. Murray 1,500,000 shares of this Series.
For each additional six months that the Registrant continues in business
operations as a result of Mr. Murray fulfilling his obligations under the
Murray Agreement during the next two years, he will be issued 1,000,000
additional shares of this Series, up to a total, including the initial
1,500,000 shares of this Series, of 5,500,000 shares.
If the Registrant is acquired at any time in any transaction pursuant to
which it is not the surviving entity, all unissued and unearned Series B
Preferred Stock due to Mr. Murray under the Murray Agreement shall issued
on the date of any such transaction.
The Murray Agreement also provided for a realignment of the Board of
Directors and executive officers, as outlined in Item 6.
Prior to the completion of the Murray Agreement, Mr. Murray was the
Vice President of Internet Operations and an employee of the Registrant.
Funds required by Mr. Murray to fulfill his obligations are to come from
personal assets.
A copy of the Murray Agreement is attached hereto and incorporated
herein by reference. See Item 7.
Item 5. Other Events.
On September 27, 2000, the Articles of Incorporation of the Registrant
were amended by resolution of the Board of Directors in accordance with the
Utah Revised Business Corporations Act to create a class of Series B Preferred
Stock, of which 4,900,000 shares are currently authorized, with the following
rights, privileges and preferences: (i) Voting: Will be together as a single
class with holders of common stock, with each share of preferred stock being
entitled to cast 20 votes per share; and (ii) Optional Conversion: The
preferred stock is convertible at any time at the option of the holders
thereof, at the rate of one (1) share of common stock for each share of
preferred stock. This amendment was made to facilitate the "change of
control" transaction outlined in Item 1. The total number of shares of Series
B Preferred Stock that may be required to be issued under the Murray Agreement
is 5,500,000 shares; accordingly, the Articles of Incorporation may need to be
amended in the future to increase the present authorized capital by increasing
the number of authorized preferred stock from the present authorization of
5,000,000 shares. Any such amendment will require the vote of persons owning
a majority of the outstanding voting securities of the Registrant, and Mr.
Murray's current ownership of Series B Preferred Stock under the Murray
Agreement gives him sufficient voting control so that no other votes will be
required or necessary to effect this amendment. See Item 1.
A copy of the Articles of Amendment is attached hereto and incorporated
herein by reference. See Item 7.
Item 6. Resignations of Registrant's Directors.
In connection with the "change of control" outlined in Item 1, the
following persons resigned as directors and/or executive officers of the
Registrant: Peter A. Yollin, Director, Chairman and Chief Executive Officer;
Edgar E. Cayce, Director, Vice President and Chief Technology Officer; Leslie
Linsley, Director; and Sanjay Sabnani, Director. The current directors and
executive officers of the Registrant are: Sandip Seth, Director, President and
COO; Maninder Singh, Director, CFO and Secretary; Russell T. Murray, Director
and Chairman; Amy Murray, Director; and Stephen C. Wolfe,II, Director.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None, not applicable.
(b) Pro Forma Financial Information.
None, not applicable.
(c) Exhibits.
Description of Exhibit Exhibit Number
Articles of Amendment regarding 3
new class of preferred stock
Binding Memorandum of Understanding 10
with Russell T. Murray
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CRAFTCLICK.COM, INC.
Date: 9/27/2000 By/s/Sandip Seth
Sandip Seth, Director
and President
