FINET COM INC
8-K/A, 2000-12-08
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 8-K/A

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)              October 13, 2000
                                                              ----------------

                                 FINET.COM, INC.
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             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                             <C>                     <C>
         Delaware                     000-18108                        94-3115180
--------------------------------------------------------------------------------------------
(State or Other Jurisdiction  (Commission File Number)  (I.R.S. Employer Identification No.)
    of Incorporation)
</TABLE>


2527 CAMINO RAMON, SUITE 200, SAN RAMON, CALIFORNIA                    94583
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     (Address of Principal Executive Offices)                        (Zip Code)

                                 (925) 242-6550
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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)

<PAGE>

                                Explanatory Note

     This  Amendment No. 1 to Current Report on Form 8-K is being filed in order
to amend Item 5 of the Current  Report on Form 8-K filed on October 25, 2000, by
FiNet.com, Inc. (the "Company").

ITEM 5.  OTHER EVENTS.

Common Stock Purchase Agreement
-------------------------------

     On October 13, 2000, FINET.COM,  INC. (the "Company") entered into a Common
Stock Purchase  Agreement  with seven (7) investors.  Pursuant to the agreement,
the Company  sold an  aggregate  of  18,500,000  shares of its common stock at a
purchase price of $0.40 per share (the "Private Placement"). The aggregate gross
proceeds  received  from the sale were  $7,400,000.  The  Company  has agreed to
register these shares for resale under  applicable  securities laws upon written
request of the  purchasers,  but not earlier than March 13, 2001. The securities
have not been  registered  under the  Securities  Act of 1933,  as amended  (the
"Securities  Act"),  and may not be offered or sold in the United  States absent
registration or an applicable exemption from registration requirements.

     In  connection  with the Private  Placement,  the  Company,  subject to the
approval  of its  stockholders,  also  agreed  to  issue  to  certain  financial
advisors, as compensation for services in connection with the Private Placement,
6,000,000  warrants (the "Warrants") to purchase the Company's common stock. The
Warrants have a five (5) year term and are  exercisable  at a price of $0.75 per
share.  The value of the  Warrants  has been  determined  by the  Company  to be
$2,200,000.  The Company  has agreed  that if it decides to  register  under the
Securities  Act any of its shares of common  stock  pursuant  to a  registration
statement  it  will  include  the  shares   covered  by  the  Warrants  in  such
registration  statement.  Provided, such registration will only be undertaken by
the Company upon  written  request of the holders of the  Warrants,  received no
earlier than March 13, 2001. The securities have not been  registered  under the
Securities  Act and may not be  offered  or  sold in the  United  States  absent
registration or an applicable exemption from registration requirements.


ITEM 7.  EXHIBITS.


Exhibit 10.1*              Form of Common Stock Purchase Agreement between the
                           Company and certain purchasers.

Exhibit 10.2*              Form of Common Stock Purchase Warrant.

Exhibit 99.1*              Press Release dated October 17, 2000, entitled
                           "FiNet.com Completes $7.4 Million
                           Private Equity Placement."

*    Filed previously with the Current Report on Form 8-K of the Company,
     dated October 25, 2000.


<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.


                                 FINET.COM, INC.


                                 By:  /s/ RICK COSSANO
                                      ------------------------------
                                          Rick Cossano,
                                          President and Chief Executive Officer



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