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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 16, 1999
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QCS.NET CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 33-18600-D 84-1057621
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No)
incorporation)
650 Castro Street, Suite 210, Mountain View, California 94041
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 966-1214
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 5
Exhibit Index on Page 3
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ITEM 5. OTHER EVENTS
On June 16, 1999, QCS.net Corporation (the "Company") announced,
pursuant to Section 135c of the Securities Act of 1933, that it has engaged a
placement agent for the purpose of undertaking of a private placement of up
to $10,000,000 of a new series of its Preferred Stock, to be designated
Series B Convertible Preferred Stock, to a limited number of institutional
investors. A copy of this press release is attached hereto as Exhibit 99.1.
ITEM 7. EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated June 16, 1999
SIGNATURE
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.
QCS.NET CORPORATION
Date: June 22, 1999 By: /s/ Sean M. Maloy
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Sean M. Maloy, President
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EXHIBIT INDEX
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99.1 Press Release dated June 16, 1999 4
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Exhibit 99.1
PRESS RELEASE
CONTACT: Larry Selwitz
Investor Relations
Phone: 562.493.2770
Fax: 562.493.4510
Email: [email protected]
FOR IMMEDIATE RELEASE:
QCS.net CORPORATION TO UNDERTAKE
PRIVATE PLACEMENT OF PREFERRED STOCK
JUNE 16, 1999, MOUNTAIN VIEW, CA . . . QCS.NET CORPORATION
(OTCBB-QCSC), announced today that it has engaged a placement agent for the
purpose of undertaking a private placement of approximately $10,000,000 of a
new series of its Preferred Stock, to be designated Series B Convertible
Preferred Stock, to a limited number of institutional investors. The purpose
of this financing is to raise additional funds to expand the Company's
development and sales and marketing activities and provide additional working
capital for the Company.
While the terms of the Series B Convertible Preferred Stock have not
been determined, the Company expects that the Series B Convertible Preferred
Stock will have certain preferred rights with respect to liquidation,
dividends and voting, among others, over the Company's Common Stock and, with
respect to certain matters, over the Company's Series A Preferred Stock.
The Series B Convertible Preferred Stock will not be registered
under the Securities Act of 1933, as amended (the "Act"), and may not be
offered or sold in the United States absent an effective registration
statement under the Act covering such shares or a valid exemption from the
registration requirements of the Act.
QCS.net Corporation (www.QCS.net) has developed an Internet-based
turnkey solution for business-to-business e-Commerce that enables retailers to
organize, automate and significantly reduce the cost of their pre order
merchandise sourcing activities with their merchandise suppliers around the
globe. All customer, help desk, and training services are available through
regional Solution Centers based in Cincinnati, Brussels, and Hong Kong.
Any statements in this announcement about future results are
preliminary and based on partial information and assumptions, and actual
results may differ. Except for historical information presented, the matters
discussed in this announcement contain forward-looking
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statements that involve risks and uncertainties, including the development
and growth of markets targeted by QCS.net Corporation, the acceptance of
Electronic Collaborative Solutions by retailers and vendors, the continuance
of IBM as a business partner, subsequent competition, general economic
conditions in the U.S. and abroad, and other risks detailed from time to time
in the company's public disclosure filings with the U.S. Securities and
Exchange Commission (SEC). Copies of the most recent forms 10K and 10Q of
QCS.net Corporation are available upon request from its corporate office.
