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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) June 1, 2000
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Virtualsellers.com, Inc.
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(Exact name of registrant as specified in its charter)
Canada 000-14356 911353658
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Suite 1000, 120 North LaSalle Street, Chicago, Illinois 60602
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 920-9999
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Not applicable
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to an Asset Purchase Agreement (the "Asset Purchase Agreement"), dated
for reference May 19, 2000, between the Company, Sullivan Park L.L.C. ("Sullivan
Park") and Edward W. Sharpless ("Sharpless"), the Company acquired all of the
property, assets and undertakings of the internet services development business
carried on by Sullivan Park. Sharpless is a director, officer and shareholder
of Sullivan Park, and has a substantial proprietary and financial interest in
Sullivan Park. The closing date of the Asset Purchase Agreement, as agreed by
the parties, was June 1, 2000.
Under the terms of the Asset Purchase Agreement, the aggregate sum payable by
the Company to Sullivan Park is that number of shares of the Company's common
stock (the "Purchase Shares") equal to the sum of $2,700,000, divided by the
closing sale price per share of the Company's common stock on the trading day
immediately preceding the earlier of (a) the first anniversary of the date of
the Asset Purchase Agreement and (b) the date upon which the Purchase Shares are
registered under the Securities Act of 1933, as amended, and as contemplated in
section 4 of the Asset Purchase Agreement.
The Company intends to continue the business operations of Sullivan Park by
incorporating its customers, operations and employees into a new subsidiary
which the Company is presently incorporating. Sullivan Park is an internet
services developer, focussing on building successful business-to-business
internet companies, providing e-business development services to medium and
large-sized businesses, and offering services as a business-to-business
incubator. General services provided by Sullivan Park include designing and
running websites, e-commerce development, internet consulting, back-office
integration and web-based remote application services. Specific services to
Sullivan Park's customers include the development and hosting of on-line stores,
including services such
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as site concept, site design, media production, media acquisition, artwork,
animation, web programming, database programming and application server
programming.
Pursuant to the Asset Purchase Agreement, the Company will continue the
employment of Sullivan Park's two full-time employees, Jeff Yana and Janet
Howard. Mr. Yana is a Project Manager, and has been employed by Sullivan Park
in that capacity since October, 1999. Ms. Howard works in Production, and also
joined Sullivan Park in October, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATES OF BUSINESSES ACQUIRED
It is not practicable to provide financial statements of the acquired company
prepared in accordance with the regulations on the date hereof. Accordingly,
the required financial statements will be filed as an amendment to this Current
Report on Form 8-K as soon as practicable, but not later than August 14, 2000
(60 days after this Current Report on Form 8-K must be filed).
PRO FORMA FINANCIAL INFORMATION
It is not practicable to provide the required pro forma financial statements on
the date hereof. Accordingly, the pro forma financial statements will be filed
as an amendment to this Current Report on Form 8-K as soon as practicable, but
not later than August 14, 2000 (60 days after this Current Report on Form 8-K
must be filed).
EXHIBITS
2. Plan of Acquisition
2.1 Asset Purchase Agreement between the Company, Sullivan Park L.L.C.
and Edward W. Sharpless, dated for reference May 19, 2000.
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.
VIRTUALSELLERS.COM, INC.
Date: June 15, 2000 /s/ Dennis Sinclair
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Dennis Sinclair, President
