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: August 2, 2000
PrintOnTheNet.com, Inc.
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(Exact Name of Registrant)
Delaware
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(State of Incorporation)
000-14614 65-0896930
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(Commission File Number) (I.R.S. Employer Identification No.)
4491 State Road 7, Suite 214, Fort Lauderdale, Florida 33314
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(Address of Principal Executive Offices) (Zip Code)
(954) 581-4233
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(Registrant's Telephone Number, Including Area Code)
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(Former name or former address, if changed since last report)
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Item 5. Other Items.
Appointment of Additional Directors
Effective June 15, 2000, Messrs. Marc Reichenbaum, Adam Ross and George
F. Picket were appointed to serve on the Company's Board of Directors.
Mark Reichenbaum is a shareholder of the Company and formerly served as
the President of Medo Industries, Inc., a New York based producer of automotive
air fresheners. Adam Ross is an investor in the Company and has served eight
years as executive vice president of sales and marketing for Ross Printing,
Inc., a Miami based full service printing company. George F. Pickett is
currently retired. From February 1994 until May 1999, Mr. Pickett served as
Chairman of the Board and Chief Executive Officer of Atlantic Southeast
Airlines, Inc. ("ASA") and from September 1996 until May 1999 he served as
Chairman of the Board and Chief Executive Officer of its publicly traded parent
company ASA Holdings Inc. ("ASA Holdings"). Prior thereto, since 1979, he served
as President and Chief Executive Officer of ASA. Delta Airlines Inc. acquired
ASA and ASA Holdings in 1999.
Securities and Exchange Commission Inquiry
In a letter dated June 29, 2000, the Company received notice from the
Southeast Regional Office of the United States Securities and Exchange
Commission (the "SEC Regional Office"), that an informal inquiry into
transactions relating to the Company was being conducted. The Company was
requested to voluntarily provide and will provide the SEC Regional Office with
certain documents, as outlined in that letter. The letter from the SEC Regional
Office to the Company states that the inquiry is confidential and should not be
construed as an indication by the staff of that office that any violation of law
has occurred, or as a reflection upon any person, entity or security that may be
involved. Management of the Company intends to fully cooperate with respect to
this informal inquiry. No specific allegations have been made; therefore, no
conclusion can be reached as to what impact, if any, this inquiry may have on
the Company or its operations.
Closing of Private Offering
On July 25, 2000, the Company completed the private sale of 80 units
(the "Offering"), consisting of 50,000 shares of the Company's Series B
Convertible Preferred Stock (the "Preferred Stock"). The Preferred Shares sold
in the Offering were not registered under the Securities Act of 1933, as amended
(the "Act"), but were offered under a Regulation D exemption from the Act's
registration requirements.
Each Preferred Share is convertible into 20 shares of the Company's
common stock. The Preferred Shares automatically convert into shares of the
Company's common stock at such time as the Company has a sufficient number of
shares of authorized common stock to permit the conversion of all of the
Preferred Shares sold in the Offering. The holders of the Preferred Shares have
one vote for each share of common stock issuable upon conversion of the
Preferred Shares voting as a single class with the holders of the common stock
on all matters, except as required by law. The Preferred
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Shares rank junior to any shares of the Company's Series A Convertible Preferred
Stock outstanding upon the completion of the Offering.
There were net proceeds of approximately $7.5 million from the Offering
(which does not include approximately $2.2 million of investments from a prior
private placement which closed in February 2000 (the "Prior Placement") which
converted into Units in the Offering), after the deduction of fees and expenses.
The Company used a portion of these proceeds to fund the rescission offer made
by the Company in connection with the Prior Placement. The balance of the net
proceeds were principally used (i) to acquire shares from Benjamin and Samuel
Rogatinsky (the "Rogatinskys"), former officers and directors of the Company,
(ii) to settle certain disputes involving the Company's guarantee of certain
obligations, and (iii) for general working capital purposes.
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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.
PRINTONTHENET.COM, INC.
DATED: August 2, 2000 By: /s/ Neal J. Polan
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Neal J. Polan
Chief Executive Officer
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