SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
September 14, 1999
Date of Report
(Date of Earliest Event Reported)
WORLD INTERNETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 033-05844-NY 87-0575839
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
418 South Commerce Road Suite #422
Orem, Utah 84058
(Address of Principal Executive Offices)
(801) 434-7517
Registrant's Telephone Number
Item 1. Changes in Control of Registrant.
None; however, see Items 5 and 7 for information which, subject to
the satisfaction of various conditions, may result in a change in control of
the Registrant.
Item 2. Acquisition or Disposition of Assets.
None; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
The Company has entered into a Letter of Intent with Fairway Capital
Partners, LLC ("Fairway Capital") pursuant to which Fairway Capital may
acquire 4,200,000 shares of the Registrant's common stock ("restricted
securities"). If all conditions to the Letter of Intent are satisfied,
Fairway Capital would be entitled to the 4,200,000 shares. This would
increase the present outstanding shares from 3,398,107 shares to 7,098,107
shares; 500,000 shares have been authorized to be issued under the Letter of
Intent and are included in the current outstanding shares of the Registrant.
See the Action by Consent of the Board of Directors, Exhibit 99, Item 7.
Fairway Capital's share holdings would then represent approximately 59% of the
Registrant's outstanding voting securities.
The Letter of Intent also grants Fairway Capital "piggy back"
registration rights respecting any of the "restricted securities" acquired;
the right to act as a consultant to the Registrant for a period of three
years, at fees to be mutually agreed upon; the right to select a majority of
the members of the Board of Directors; the right to select officers to assist
with strategic planning, corporate finance, marketing and legal aspects of the
Registrant's business operations; the creation of an Advisory Board to be
filled by persons recruited by Fairway Capital; and the designation of a
person to act as communication coordinator for all purposes of the Letter of
Intent.
The Letter of Intent may provide funding of up to $1,800,000, on a
"best efforts" basis, over the next year, to fund general and working capital
requirements of the Registrant and to provide advertising and marketing funds
for its business operations.
A copy of the Letter of Intent is attached hereto and incorporated
herein by reference, Exhibit 10, Item 7.
Item 6. Resignations of Registrant's Directors.
None; however, see Item 5.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibits
10 Letter of Intent with Fairway Capital
99 Action by Consent of the Board of Directors respecting the Letter
of Intent and the issuance of the first 500,000 shares of
"restricted securities" thereunder.
Item 8. Change in Fiscal Year.
None; not applicable.
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.
WORLD INTERNETWORKS, INC.
Date: 10/6/99 By:/s/Steven K. Hansen
-----------------------------
Steven K. Hansen
CEO, President and Chairman
Date: 10/6/99 By:/s/Phillip M. Ray
-----------------------------
Phillip M. Ray
Secretary/Treasurer and Director
Date: 10/6/99 By:/s/Randal L. Roberts
-----------------------------
Randal L. Roberts
Director
Date: 10/6/99 By:/s/Gary S. Winterton
-----------------------------
Gary S. Winterton
Director
FAIRWAY CAPITAL PARTNERS, LLC
Dear Mr. Hansen,
Fairway Capital Partners, LLC has studied with much interest World
InterNetWorks, Inc. You have developed a very interesting business model. We
believe World InterNetWorks, Inc. has a unique opportunity to become a
worldwide leader in the e-commerce industry. We are of the opinion that the
window of opportunity is open and are optimistic that with our combined
resources we should be able to carve out a profitable. fair share of this
market.
Fairway Capital Partners, LLC is pleased to present the following proposal for
the purpose of introducing the World InterNetWorks, Inc. opportunity to
potential financial partners so that World InterNetWorks, Inc. may explore
fund-raising. This is a non-binding letter of intent to aid in negotiating
definitive agreements for the matters set forth herein. No party will be
legally obligated to the other until definitive agreements are executed.
ASSUMPTIONS
Prospective Funding: Up to $1,800,000 on a best efforts basis
$25,000 at closing
$75,000 within 30 days of closing
$250,000 within 90 days of closing
$650,000 within 180 days of closing
$800,000 within 365 days of closing
Use of proceeds: To fund general-working capital and provide advertising and
marketing funds for World InterNetWorks, Inc. to drive traffic to the site.
Anticipated Closing: On or before August 20, 1999
Allocation. Fairway Capital Partners, LLC will be issued options to purchase
shares of World InterNetWorks, Inc. common stock as described and scheduled in
this document based on successful completion of activities described to be
issued the aforementioned options.
There will be co-dilution on all funding. All options issued based on this
agreement will have piggyback registration rights on all future registrations.
Fairway Capital Partners, LLC will receive a consulting agreement for a three-
year term at fees determined in the consulting agreement.
Fairway Capital Partners, LLC at its option will have the ability to hold 3 of
5 board seats. The timing of the acquisition of these board seats will be at
the discretion of Fairway Capital Partners, LLC,
Fairway Capital Partners, LLC representatives at its option will be named
corporate officers of World InterNetWorks, Inc. to assist with strategic
planning, corporate finance, marketing and legal. These FCP representatives
will not be on World InterNetWorks, Inc. payroll, and will be exclusively
compensated by FCP.
Employment Agreements: All management will be bound by employment agreements
at closing. It is anticipated that initial salaries will be $3,000 - $8,000
per month for the management of World InterNetWorks, Inc. with performance
bonuses to be determined by formation of a compensation committee.
Advisory Board: World InterNetWorks, Inc, will create an advisory board to
which FCP will recruit industry veterans to help guide the company.
Communication and Representation: Dwain Brannon will represent FCP in all
communications and discussions concerning this initial agreement with World
InterNetWorks, Inc.
Activities and Option Agreements:
FCP will be granted options to purchase shares of WINW common stock relative
to the activities described below. The total number of shares to be granted
for option will be 4,200,000.
FCP will visit World InterNetWorks, Inc. to complete due diligence regarding
the current corporate structure, corporate activities, finance, business
model, and other pertinent business activities. Upon completion of this due
diligence visit, FCP will be granted options to purchase 500,000 shares of the
WINW common stock.
FCP will assist World InterNetWorks, Inc. in the development of future
strategies including but not limited to corporate finance, business model,
Internet presence, and public relations. Upon completion of this strategy
session, FCP will be granted options to purchase 500,000 shares of WINW common
stock.
FCP will introduce the World InterNetWorks, Inc. opportunity to
representatives of investment firms. The purpose of the introduction is to
establish a level of interest for WINW with these investment firms in hopes of
providing exposure of the WINW opportunity. Upon completion of these
introductions, FCP will be granted options to purchase 500,000 shares of the
WINW common stock.
FCP will assist in the design, layout, content, graphics, and overall strategy
of the physical business plan to be used as an introduction piece to introduce
the WINW opportunity to potential strategic partners, brokerage firms,
investors. FCP Will also introduce WINW to parties that have experienced
success in producing business plans that have been effective in corporate
activities. Upon completion of the strategy for the business plan and the
introduction to parties to produce the plan, FCP will be granted options to
purchase 500,000 shares of WINW common stock.
Upon completion of the aforementioned business plan and acceptance of such by
World InterNetWorks, Inc., FCP will be granted options to buy 500,000 shares
of WINW common stock.
FCP will introduce World InterNetWorks Inc. to the Regional Investment Bankers
Association in an effort to assist in the development of a sponsor to a RIBA
conference. Members of RIBA represent brokerage firms from across the United
States. The potential for corporate presentation to the RIBA membership could
result in increased exposure to the brokerage community for WINW, Upon
completion of this introduction, FCP will be granted options to purchase
500,000 shares of the WINW common stock.
FCP will introduce World InterNetWorks, Inc. to industry leaders in the
Internet/technology field in order to assist in the building of an advisory
board to provide guidance to the company. These industry leaders will have
leadership experience in the founding of technology companies and building
successful strategies for these companies. Upon completion of these
introductions, FCP will be granted options to purchase 600,000 shares of WINW
common stock.
FCP will introduce World InterNetWorks, Inc. to such persons that would be
considered appropriate by FCP to serve as advisory board members for WINW.
Upon completion of introduction to at least three individuals, FCP will be
granted options to purchase 600,000 shares of WINW common stock.
This proposal is subject only to the negotiation and execution of definitive
agreements usual and customary in transactions of this type.
Proposal Expiration: August 23, 1999
ACTION BY CONSENT OF
THE BOARD OF DIRECTORS OF
WORLD INTERNETWORKS, INC.
The undersigned, being all of the incumbent directors of World
Internetworks, Inc., a Nevada corporation (the "Company"), acting pursuant to
Section 78.315 of the Nevada Revised Statutes, do hereby adopt the following
resolutions, effective the date hereof:
RESOLVED, that the Fairway Capital Partners, LLC ("Fairway")
Proposal, a copy of which is attached hereto and incorporated
herein by reference, be and it is hereby adopted, ratified and
approved;
FURTHER, RESOLVED, that the President of the Company is hereby
authorized to execute and deliver this Proposal on behalf of the
Company;
FURTHER, RESOLVED, that the first 500,000 shares of "restricted
securities" to be issued under this Proposal be issued as follows,
in accordance with the instructions of Fairway: Fairway Capital
Partners, LLC, 125,000 shares; Dwain Brannon Group, LLC, 125,000
shares; Patrick Kephart, 125,000 shares; and Bart Walters, 125,000
shares;
FURTHER, RESOLVED, that these shares, when issued, be deemed fully
paid and non-assessable; and
FURTHER, RESOLVED, that such persons be required to execute and
deliver the attached Investment Letter as a condition to receipt
of the shares to be issued to each.
Dated: 9/14/99 /s/ Steven K. Hansen
Dated: 9/14/99 /s/ Gary S. Winterton
Dated: 9/14/99 /s/ Randal L. Roberts
