U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark one)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2000.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _________________.
Commission file number 000-14614
PRINTONTHENET.COM, INC.
-----------------------
(Exact name of small business issuer as specified in its charter)
Delaware 65-0896930
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4491 South State Road 7, Suite 214, Ft. Lauderdale, FL 33314
------------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
(954) 581-4233
--------------
(Issuer's telephone number, including area code)
Check whether the (issuer) (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or such shorter
period that registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 27,560,456 as of June 20, 2000.
Transitional Small Business Disclosure Format
(Check one):
Yes [ ] No: [X]
<PAGE>
PRINTONTHENET.COM, INC. AND SUBSIDIARY
Contents
Page
Part I. Financial Information
Item 1. Consolidated Financial Statements (Unaudited)
Balance sheet as of March 31, 2000 2
Statements of operations for the three months ended
March 31, 2000 and 1999 3
Statements of cash flows for the three months ended March 31, 2000
and 1999 4
Notes to financial statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Operations 8
Part II. Other Information
Item 1. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 10
<PAGE>
PRINTONTHENET.COM, INC. AND SUBSIDIARY
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet (Unaudited)
March 31, 2000
<TABLE>
<CAPTION>
Historical Pro Forma
----------- -----------
(Note F)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 31,000 $ 3,925,000
Restricted cash 1,278,000 140,000
Accounts receivable, net of allowance for doubtful accounts of $25,000 382,000 382,000
Inventories 155,000 155,000
Prepaid expenses 175,000 175,000
Deferred offering costs 363,000
Equipment held for sale 225,000
----------- -----------
Total current assets 2,384,000 5,002,000
Property and equipment, net of accumulated depreciation and amortization of $126,000 814,000 814,000
Goodwill and other intangible assets, net of accumulated amortization of $173,000 902,000 902,000
Other assets 32,000 32,000
----------- -----------
$ 4,132,000 $ 6,750,000
=========== ===========
Liabilities and CAPITAL DEFICIENCY Current liabilities:
Notes payable, current portion $ 152,000 $ 152,000
Capital lease obligations, current portion 34,000 34,000
Accounts payable 566,000 566,000
Accrued expenses 45,000 45,000
Stock subscriptions refundable 3,040,000
Due to affiliate 51,000 51,000
Stockholder loans 1,263,000
----------- -----------
Total current liabilities 5,151,000 848,000
Notes payable - noncurrent portion 485,000 485,000
Capital lease obligations - noncurrent portion 125,000 125,000
----------- -----------
5,761,000 1,458,000
----------- -----------
Commitments and contingencies
Capital deficiency:
Preferred stock, $.001 par value, 10,000,000 shares authorized 4,000
Common stock, $.001 par value, 80,000,000 shares authorized,
27,560,456 shares issued and outstanding 28,000 28,000
Additional paid-in capital 539,000 8,457,000
Treasury stock: 12,111,111 shares (1,001,000)
Accumulated deficit (2,196,000) (2,196,000)
----------- -----------
(1,629,000) 5,292,000
----------- -----------
$ 4,132,000 $ 6,750,000
=========== ===========
</TABLE>
See notes to financial statements.
2
<PAGE>
PRINTONTHENET.COM, INC. AND SUBSIDIARY
Consolidated Statements of Operations (Unaudited)
Three Months Ended
March 31,
-----------------------------
2000 1999
------------ ------------
Sales $ 670,000 $ 660,000
Cost of sales 433,000 449,000
------------ ------------
Gross profit 237,000 211,000
Selling and advertising expenses 27,000 54,000
Software development expenses 103,000 --
General and administrative expenses 754,000 302,000
------------ ------------
Loss from operations (647,000) (145,000)
Interest expense, net (28,000) (28,000)
------------ ------------
Net loss (675,000) (173,000)
============ ============
Net loss per common share:
Basic and diluted $ (0.02) $ (0.01)
============ ============
Weighted average shares outstanding 27,560,000 19,134,000
============ ============
See notes to financial statements.
3
<PAGE>
PRINTONTHENET.COM, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (675,000) $ (173,000)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization 63,000 23,000
Changes in:
Restricted cash (1,278,000) --
Due from factor 43,000 (26,000)
Accounts receivable (22,000) (68,000)
Inventories (1,000) (15,000)
Prepaid expenses (175,000) 5,000
Other assets -- (15,000)
Accounts payable (266,000) 36,000
Accrued expenses (86,000) 25,000
Due to affiliate (127,000) 24,000
----------- -----------
Net cash used in operating activities (2,524,000) (184,000)
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment (4,000) (26,000)
Repurchase of accounts receivable previously sold to Factor (346,000) --
----------- -----------
Net cash used in investing activities (350,000) (26,000)
----------- -----------
Cash flows from financing activities:
Stock subscriptions refundable 3,040,000
Bank overdraft (25,000) 23,000
Proceeds from stockholder loans (net of repayments) 286,000 187,000
Capital contributions 17,000
Principal repayments on notes payable (27,000) (17,000)
Deferred offering costs (363,000) --
Principal repayments on capital lease obligations (6,000)
----------- -----------
Net cash provided by financing activities 2,905,000 210,000
----------- -----------
Net increase (decrease) in cash and cash equivalents 31,000 --
Cash and cash equivalents - beginning of year 0 --
----------- -----------
Cash and cash equivalents - end of year $ 31,000 $ --
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the years for:
Interest $ 28,000 $ 28,000
Supplemental schedule of noncash investing and financing activities:
Capital lease obligations $ 17,000
</TABLE>
See notes to financial statements.
4
<PAGE>
PRINTONTHENET.COM, INC. AND SUBSIDIARY
Notes to Financial Statements
March 31, 2000
NOTE A - THE COMPANY AND BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include
the accounts of PrintOnTheNet.Com, Inc. and its subsidiary ("POTN" or the
"Company") and have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. All significant
intercompany accounts and transactions have been eliminated. Certain information
related to the Company's organization, significant accounting policies and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. These unaudited condensed consolidated financial statements reflect, in
the opinion of management, all material adjustments (which include only normal
recurring adjustments) necessary to fairly state the financial position and the
results of operations for the periods presented and the disclosures herein are
adequate to make the information presented not misleading. Operating results for
interim periods are not necessarily indicative of the results that can be
expected for a full year. These interim financial statements should be read in
conjunction with the Company's audited consolidated financial statements and
notes thereto included in the Company's most recent Annual Report on Form
10-KSB.
The Company provides printing services for small to medium sized businesses and
consumers in the South Florida region. The Company intends to provide the same
printing services through the Internet and is currently developing its website
and the related software. Customers will have access to a private customized
secure website containing a digital catalog of their custom printed materials,
with which they can modify and proofread their orders using any Internet enabled
personal computer. These orders will be printed at the Company's printing
facilities.
On December 30, 1999, the Company acquired PrintAmerica Interactive, Inc.
("PrintAmerica") for 1,000,000 shares of common stock. The acquisition was
recorded at the historical cost of PrintAmerica's assets and liabilities in a
manner similar to a pooling of interests for accounting purposes since
PrintAmerica was owned by the parents of the Company's two principal
stockholders who collectively owned approximately 86% of the common stock of
POTN on the date of the acquisition. PrintAmerica was merged into POTN in
January 2000.
The accompanying financial statements include (i) the historical accounts of
POTN for the three months ended March 31, 2000 and from January 27, 1999 (date
incorporated) through March 31, 1999, and (ii) the historical accounts of
PrintAmerica and its wholly owned subsidiary Denny Printing, Corp. for the three
months ended March 31, 2000 and 1999. All significant intercompany balances and
transactions have been eliminated.
NOTE B - DUE FROM FACTOR
The Company had a factoring agreement with First Southern Bank (the "Bank")
whereby the Company sold eligible accounts receivable to the Bank. In March
2000, the Agreement was terminated and the Company repurchased all uncollected
accounts receivable previously sold to the Bank amounting to $346,000.
NOTE C - STOCKHOLDER LOANS
During 1999 and a portion of the quarter ended March 31, 2000, Benjamin
Rogatinsky and Samual Rogatinsky (the "Rogatinskys") funded the Company's
operations with personal loans including amounts borrowed through National
Holding Company, Inc.'s ("National Holding", affiliated with the Company through
common ownership) account with Merrill Lynch Business Financial Services, Inc.
("Merrill Lynch"). Benjamin Rogatinsky was the Chairman and CEO of the Company
through June 8, 2000 and was an officer of PrintAmerica. Samuel Rogatinsky was
President of POTN through June 8, 2000 and was an officer of PrintAmerica. These
loans were interest free and had no fixed due date. PrintAmerica had
co-guaranteed the National Holding debt to Merrill Lynch. On March 15, 2000,
Merrill Lynch initiated a lawsuit against National Holding and the guarantors
demanding repayment of the loans. In June 2000, all amounts due from the Company
to the Rogatinskys pursuant to such loans were contributed to the capital of the
Company, and the lawsuit was settled and the guarantees released (see Note E).
5
<PAGE>
PRINTONTHENET.COM, INC. AND SUBSIDIARY
Notes to Financial Statements
March 31, 2000
NOTE D - COMMITMENTS AND CONTINGENCY
Neither the private placement memorandum provided to investors in the February
2000 offering of the Company's securities (see Note F) nor documents filed with
the Securities and Exchange Commission related to the PrintAmerica merger,
disclosed the existence of the corporate guarantees of certain obligations of
affiliated entities (Note E). The Company may be subject to claims based on
alleged securities laws violations and such actions may be initiated by the
federal authorities, state authorities or certain persons who bought or sold the
Company's securities during the relevant time period. The Company has offered
the investors in the February 2000 private placement the right to rescind their
investment (see Note F(1)).
NOTE E - GUARANTEES AND LITIGATION MATTERS
Subsequent to its merger with PrintAmerica, the Company became aware that
PrintAmerica had co-guaranteed up to $7,500,000 in obligations of National
Lithographers to the Bank. In January 2000, the Company guaranteed this same
indebtedness to the Bank. The underlying indebtedness secured by these
guarantees was in default and there were insufficient assets of National
Lithographers to satisfy the debt. The Bank instituted proceedings against
National Lithographers to collect the amount owed.
PrintAmerica had also co-guaranteed the obligations of National Holding (parent
of National Lithographers) to Merrill Lynch. On March 15, 2000, National
Holding's indebtedness to Merrill Lynch of approximately $1,045,000 was in
default and Merrill Lynch instituted a lawsuit against the borrowers and all the
guarantors including PrintAmerica (and by operation of law of the Company) to
collect the amount owed.
On May 19, 2000, the Company, the Rogatinskys, Merrill Lynch and the Bank
negotiated a settlement and the Company obtained a release from the guarantees
and dismissal of the Merrill Lynch action as against the Company. Pursuant to
the settlement:
(a) All shares of POTN common stock owned by the Rogatinskys, their families
and related entities are pledged to the Bank and the Company was assigned
a second priority lien on the same (except with respect to 1,250,000
shares (as described below)). The Bank continues to have a first priority
lien on the shares acquired by or returned to the Company in (b), (c) and
(d) below. Merrill Lynch holds a second priority position with respect to
1,250,000 shares of the Company's stock owned by the Rogatinskys which
pledge will be released upon the remittance to Merrill Lynch of the
proceeds of the sale of such shares to the Company for $112,500 on June
30, 2000 (see (c) below).
(b) The Company purchased 11,111,111 shares of its common stock for
$1,000,000 ($0.09 per share) from the Rogatinskys. The proceeds received
by the Rogatinskys from the sale of these shares were paid to Merrill
Lynch and the Bank.
(c) The balance owed to Merrill Lynch is to be satisfied personally by the
Rogatinskys. Further, on or before each of June 30, 2000 and June 30,
2001, the Rogatinskys at their option may sell to the Company that number
of shares required to generate proceeds of up to $112,500 on June 30,
2000, and $142,500 on June 30, 2001 ($255,000 in the aggregate). Such
proceeds are to be paid directly to Merrill Lynch. The price per share
with respect to each such sale will be the lower of $0.09 per share, or
one-half of the then current market price per share.
(d) The Company purchased a printing press from National Lithographers (and
obtained an assignment of lien from Merrill Lynch), which was being used
at National Lithographers, for $225,000. Should the Company sell the
press and receive net proceeds of less than $225,000, the Rogatinskys are
obligated, at the Company's option, to (i) transfer to the Company, such
additional number of shares of POTN common stock at the lesser of $0.09
per share, or one-half of the then current market price per share to make
up any shortfall, or (ii) under certain circumstances, sell enough shares
to generate proceeds sufficient to pay the shortfall.
6
<PAGE>
PRINTONTHENET.COM, INC. AND SUBSIDIARY
Notes to Financial Statements
March 31, 2000
(e) The Company will be required to issue additional common stock at a
currently indeterminate price to the Rogatinskys if in the future
(excluding the May 2000 private placement and certain other stock
issuances), the Company sells its common stock at less than $0.30 per
share, and if the common stock is trading at less than $0.30 per share.
These shares will be pledged to the Bank as additional collateral.
(f) The Company issued to the Bank two-year warrants to purchase 5,000,000
shares of the Company's common stock at $0.30 per share.
(g) The shares pledged to the Bank are initially restricted from sale
following the date of settlement. Such shares may be liquidated by the
Bank pursuant to terms of the settlement agreement. The Company has a
right of first refusal with respect to the sale of the pledged common
stock, which right is subordinate to an identical one held by the
Rogatinskys.
(h) All of the shares issued in connection with the acquisition of
PrintAmerica (Note A) will be returned to the Company.
(i) The Rogatinskys have resigned as officers and directors of the Company.
(j) All amounts payable by the Company pursuant to stockholder loans (Note C)
were contributed to the capital of the Company.
NOTE F - PRIVATE PLACEMENTS
[1] February 2000 private placement:
In February 2000, the Company raised approximately $2,677,000 (net of
offering costs of $363,000) in a private placement offering of units.
Each unit was sold for $100,000 and consisted of 28,409 shares of Series
A Convertible Preferred Stock (each share is convertible into 10 shares
of common stock) having a liquidation value of $3.52 per share. An
aggregate of 863,633 shares of Series A Convertible Preferred Stock were
issued. The placement agent, Commonwealth Associates, L.P.
("Commonwealth") received fees of 10% of the gross proceeds,
reimbursement of certain expenses, and warrants to purchase 86,363 shares
of Series A Convertible Preferred Stock at an exercise price of $3.52 per
share. In addition, in December 1999, Commonwealth purchased from the
Company for $100,000 warrants to purchase 6,000,000 shares of common
stock at an exercise price of $0.10 per share. These warrants expire in
December 2005. In March 2000, upon recognition that certain co-guarantees
(see Note E) had not been disclosed in the private placement memorandum
circulated for this offering, the Company offered rescission to the
subscribers of the units. The Company also returned approximately
$1,278,000 of unexpended funds into an escrow account for the benefit of
the subscribers. Through June 8, 2000, an aggregate of $840,000 was
returned pursuant to the rescission offer.
[2] June 2000 private placement:
In June 2000, the Company raised approximately $4,291,000 (net of
offering costs of $613,000) in a second private placement offering of
units. Each unit was sold for $100,000 and consisted of 50,000 shares of
Series B Convertible Preferred Stock (each share is convertible into 20
shares of common stock) having a liquidation value of $2.00 per share. An
aggregate of 3,510,000 shares of Series B Convertible Preferred Stock
(convertible into 70,200,000 shares of Common Stock) were issued. All
subscribers to the February 2000 private placement were offered the
option to convert their investment into this offering. Commonwealth
received fees of 10% of the gross proceeds in excess of $3,040,000 and
warrants to purchase 13,548,600 shares of common stock at an exercise
price of $0.10 per share. In addition, in April and May 2000,
Commonwealth, its affiliates and the Company's newly appointed Chief
Executive Officer purchased from the Company for $160,000, five-year
warrants to purchase 16,000,000 shares of common stock at an exercise
price of $0.10 per share.
The accompanying unaudited consolidated balance sheet shows the pro forma effect
of the two private placements as well as certain other transactions relating to
guaranty and litigation matters that were resolved in June 2000 (see Note E).
The pro forma adjustments made reflect the following: (i) the net effect
resulting from the proceeds (net of offering costs) from the February 2000 and
June 2000 private placements, (ii) the contribution to capital of the
shareholder loans (see Note C), (ii) the sale of warrants to certain parties;
(iv) the effect of the return to the Company of the shares issued in connection
with the acquisition of PrintAmerica; (v) the purchase by the Company of
11,111,111 shares from the Rogatinskys, and (vi) the purchase by the Company of
equipment from National Lithographers. All such adjustments will be recorded
during the second quarter ended June 30, 2000.
7
<PAGE>
Item 2. Managements Discussion and Analysis of Financial Condition and
Operations
The Managements Discussion and Analysis of Financial Condition and Results of
Operations included herein should be read in conjunction with the Consolidated
Financial Statements and Notes to Financial Statements of POTN and subsidiary
included in Item 1. above. Such Unaudited Consolidated Financial Statements
included (i) the historical accounts of POTN for the three months ended March
31, 2000 and from January 27, 1999 (date incorporated) through March 31, 1999,
and (ii) the historical accounts of PrintAmerica for the years ended March 31,
2000 and 1999. All significant intercompany balances and transactions have been
eliminated. The Company's Financial Statements have been prepared in accordance
with generally accepted accounting principles in the United States.
The financial information in Managements Discussion and Analysis of Financial
Condition and Results of Operations refers to the continuing operations of the
Company.
Results of Operations
Sales. Sales were $670,000 during the three months ended March 31, 2000 (the
"2000 period") compared to sales of $660,000 during the three months ended March
31, 1999 (the "1999 period"). Sales during the 2000 period included revenue
derived from three acquisitions made subsequent to March 31, 1999, however, due
to the guaranty and litigation matters (see Note E of Notes to Financial
Statements) management has focused its efforts to a large degree on settling
these issues which impacted sales and operations.
Cost of Sales. Cost of Sales was $433,000 (64.6% of sales) during the 2000
period versus $449,000 (68.0% of sales) during the 1999 period.
Software Development Expenses. Software development expenses were $103,000
during the 2000 period. Such costs relate to development of the Company's web
site, which is still under construction. The Company did not incur any such
costs during the 1999 period.
General and Administrative Expenses. General and administrative expenses were
$754,000 (112.5% of sales) during the 2000 period versus $302,000 (45.7 % of
sales) during the 1999 period. The increase from 1999 to 2000 is attributable to
several factors, including (i) the incurrence of significant professional fees
and other costs relating to certain guaranty and litigation matters, (ii)
professional fees and other costs associated with being a publicly traded
company, and (iii) increased infrastructure costs incurred in readying the
Company for future growth both internally and through acquisitions, and relating
to implementation of the web site.
Net loss. During the 2000 period the Company had a net loss of $675,000, or $.02
basic and diluted loss per share, compared to a net loss of $173,000, or $.01
basic and diluted earnings per share during the 1999 period.
Liquidity and Capital Resources
Net cash used in operating activities was $2,524,000 during the 2000 period. The
significant components include decreased cash of $675,000 resulting from the net
loss (which was offset by non cash depreciation and amortization expenses of
$63,000), decreased cash of $1,278,000 relating to the return of unexpended
funds into an escrow account for the benefit of the subscribers in connection
with the February 2000 Private Placement (see Note F of Notes to Financial
Statements), decreased cash of $175,000 resulting from increases in prepaid
expenses (relating primarily to advances made to certain attorneys handling
litigation matters), decreased cash of $352,000 resulting from increases in
accounts payable and accrued expenses, and decreased cash of $127,000 resulting
from an increase in amounts due to affiliates.
During the 2000 period net cash used for investing activities was $350,000,
relating primarily to a repurchase of $346,000 of accounts receivable in
connection to the termination of the Company's factoring arrangement with First
Southern Bank (see Note B of Notes to Financial Statements).
During the 2000 period net cash provided by financing activities was $2,905,000,
consisting primarily of $3,040,000 gross proceeds from the February Private
Placement, deferred offering costs incurred of $363,000 and $286,000 provided by
stockholder loans (net of repayments).
8
<PAGE>
At March 31, 2000, the Company had a capital deficiency of approximately
$1,629,000, and a working capital deficit (current assets minus current
liabilities) of $2,767,000. Current liabilities include stockholder loans of
$1,263,000 that were contributed to capital in June 2000. In February 2000 the
Company raised approximately $1.4 million (net of offering costs) in a private
placement equity offering, and in June 2000 the Company raised approximately
$7.0 million (net of offering costs) in a private placement equity offering
(this amount includes $1.8 million which was reinvested by subscribers in the
Rescission offering - see Note F of Notes to Financial Statements). The Company
believes that such proceeds will be sufficient to fund the Company's operations
through June 2001. See the accompanying consolidated balance sheet and Note F of
Notes to Financial Statements regarding the pro forma effect of the private
placements as well as settlement of certain guaranty and litigation matters.
Forward Looking Statements
Except for historical information contained herein, certain matters discussed
herein are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, that address future
activities, events or developments, including such things as future revenues,
product development, market acceptance, responses from competitors, capital
expenditures (including the amount and nature thereof), business strategy and
measures to implement strategy, competitive strengths, goals, expansion and
growth of POTN and its subsidiaries business and operations, plans, references
to future success and other such matters, are forward-looking statements. The
words anticipates, believes, estimates, expects, plans, intends, should, seek,
will, and similar expressions are intended to identify these forward-looking
statements, but are not the exclusive means of identifying them. These
statements are based on certain historical trends, current conditions and
expected future developments as well as other factors we believe are appropriate
in the circumstances. However, whether actual results will conform to our
expectations and predictions is subject to a number of risks and uncertainties
that may cause actual results to differ materially, our success or failure to
implement our business strategy, our ability to market successfully our on-line
printing and publishing concept, changes in consumer demand, changes in general
economic conditions, the opportunities (or lack thereof) that may be presented
to and pursued by us, changes in laws or regulations, changes in technology, the
rate of acceptance of the Internet as a commercial vehicle, competition in the
Internet printing and publishing business and other factors, many of which are
beyond our control. Consequently, all of the forward-looking statements made in
this Report are qualified by these cautionary statements and there can be no
assurance that the actual results we anticipate will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on us or our business or operations. We assume no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
9
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
On March 15, 2000, Merrill Lynch Business Financial Services, Inc. ("Merrill
Lynch") filed an action in the Circuit Court for the Eleventh Judicial in and
for Dade County, State of Florida, Civil Division against National Holding,
National Lithographers, PrintAmerica (and by operation of law, the Company) and
the Rogatinksys (among other defendants). National Holding"s indebtedness to
Merrill Lynch in the amount of approximately $1,045,000 was in default and
Merrill Lynch institute this lawsuit to collect the amount owed. PrintAmerica
and the Rogatinskys had co-guaranteed the obligations of National Holding to
Merrill Lynch.
On May 19, 2000 the parties settled the matter and the Company obtained a
release from the corporate guaranties and a dismissal of the Merrill Lynch
action as against the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
On December 20, 1999, the Board of Directors of the Company approved an
Amendment to its Restated Certificate of Incorporation (the "Amendment") to
increase its authorized capital stock to 80,000,000 shares of Common Stock from
40,000,000 shares of Common Stock. No change was made to the authorized number
of shares of the Company"s Preferred Stock. The Board of Directors deemed it
advisable and in the Company"s best interests to have available additional
authorized but unissued shares of Common Stock in an amount adequate to
facilitate the raising of additional capital through the private sale of the
Company"s capital stock including in connection with the Company February
private placement.
On January 5, 2000, and in accordance with Section 228 of the Delaware General
Corporation Law, the written consent of the holders of the outstanding shares of
voting capital stock of the Company was obtained. Under Delaware law, such a
written consent may be substituted for a special meeting. Accordingly, the
stockholders will not asked to take action on the Amendment at any future
meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit Description
27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K
A Form 8-K including financial statements was filed on January 13,
2000 announcing an Item 2 and an Item 7 Event.
10
<PAGE>
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 thereunto duly authorized.
PRINTONTHENET.COM, INC.
Date: June 21, 2000 By: /s/ NEAL J. POLAN
Neal J. Polan
Chief Executive Officer
Date: June 21, 2000 By: /s/ ROBERT NORRIS
Robert Norris
Chief Financial Officer
11
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
27.1 Financial Data Schedule
