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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
September 26, 2000
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Date of Report (Date of earliest event reported)
ESYNCH CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-26790 87-0461856
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
Incorporation) No.)
15502 Mosher Avenue
Tustin, CA 92710
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(Address of principal executive offices)
(Zip Code)
(714) 258-1900
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or address, if changed since last report.)
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Item 5. Other Events
On September 26, 2000, the Registrant agreed to sell 200 shares of Series L
Convertible Preferred Stock and Warrants to purchase 266,666 shares of Common
Stock in exchange for cash in the amount of $2,000,000. Pursuant to that
agreement, the Registrant sold 160 shares of Series L Convertible Preferred
Stock and Warrants to purchase 213,334 shares of Common Stock for cash in the
amount of $1,600,000.
In addition to a cash payment of $16,000 and reimbursement of expenses, the
Registrant issued 8 shares of Series L Convertible Preferred Stock and Warrants
to purchase 200,000 shares of Common Stock for private placement fees.
The terms and provisions of the sale of the Series L Convertible Preferred
Stock and the Warrants are as set forth in the Exhibits filed herewith,
including the Amended Certificate of Designation of the Relative Rights and
Preferences of the Series L Convertible Preferred Stock (exhibit 4.21), the
Series L Convertible Preferred Stock Purchase Agreement (Exhibit 10.17), the
Registration Rights Agreement (Exhibit 10.18), and the Form of Warrant (Exhibit
10.19), all of which are incorporated herein by this reference.
On December 6, 2000, related to the issuance of Secured Convertible
Debentures (see described below), the Registrant agreed to amend the terms of
the Series L Convertible Preferred Stock and the Warrants issued in connection
with the Series L Convertible Preferred Stock to be consistent with the terms of
Secured Convertible Debentures and related warrants, including the applicable
conversion price and exercise price, issued in connection with the Secured
Convertible Debentures.
On November 3, 2000, the Registrant's Board of Directors authorized an
amendment to the Company's Bylaws by replacing in full Article II, Section 4,
"Notification of Business To Be Transacted at Meeting," and Article III, Section
2, "Number and Election of Directors." The Bylaws as so adopted and in force
through the date hereof are filed as Exhibit 3.3.1 hereto.
On December 15, 2000, the Registrant Filed on Form S-3 to register
2,977,300 shares of common stock pursuant to a Registration Rights Agreement
with the Initial Investors of Secured Convertible Debentures issued December 7,
2000.
The terms and provisions of the sale of the Secured Convertible Debentures
and the Warrants are as set forth in the Exhibits filed herewith, including the
Secured Convertible Debenture (exhibit 4.22), the Securities Purchase Agreement
(Exhibit 10.20), the Registration Rights Agreement (Exhibit 10.21), and the Form
of Warrant (Exhibit 10.22), all of which are incorporated herein by this
reference.
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Item 7. Financial Statements and Exhibits
(b) Exhibits. The following exhibits are incorporated herein by this
reference:
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
3.3.1* Bylaws (Effective November 15, 1999 as Amended November 3, 2000).
4.21* Amended Certificate of Designation of Relative Rights and
Preferences of Series L Preferred Stock.
4.22(1) Form of Secured Convertible Debenture issued by the Registrant.
10.17* Series L Convertible Preferred Stock Purchase Agreement dated
as of September 26, 2000 among the Registrant and the
Purchasers named therein.
10.18* Registration Rights Agreement dated as of September 26, 2000
among the Registrant and the Purchasers named therein.
10.19* Form of Warrant to Purchase Shares of Common Stock of the
Registrant related to the sale of Series L Convertible
Preferred Stock.
10.20(1) Securities Purchase Agreement dated as of December 7, 2000
among the Registrant and the Buyers named therein.
10.21(1) Registration Rights Agreement dated as of December 7, 2000
among the Registrant and the Buyers named therein.
10.22(1) Form of Warrant to Purchase Shares of common stock of the
Registrant issued by the Registrant in related to the
issuance of Secured Convertible Debentures.
</TABLE>
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* Filed herewith.
(1) Incorporated by reference to the like-numbered exhibit to the Registrant's
Form S-3 filed December 15, 2000.
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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 hereunto duly authorized.
ESYNCH CORPORATION
Date: December 15, 2000 By: /s/ Thomas C. Hemingway
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Thomas C. Hemingway,
Chief Executive Officer
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
3.3.1* Bylaws (Effective November 15, 1999 as Amended November 3, 2000).
4.21* Amended Certificate of Designation of Relative Rights and
Preferences of Series L Preferred Stock.
4.22(1) Form of Secured Convertible Debenture issued by the Registrant.
10.17* Series L Convertible Preferred Stock Purchase Agreement dated
as of September 26, 2000 among the Registrant and the
Purchasers named therein.
10.18* Registration Rights Agreement dated as of September 26, 2000
among the Registrant and the Purchasers named therein.
10.19* Form of Warrant to Purchase Shares of Common Stock of the
Registrant related to the sale of Series L Convertible
Preferred Stock.
10.20(1) Securities Purchase Agreement dated as of December 7, 2000
among the Registrant and the Buyers named therein.
10.21(1) Registration Rights Agreement dated as of December 7, 2000
among the Registrant and the Buyers named therein.
10.22(1) Form of Warrant to Purchase Shares of common stock of the
Registrant issued by the Registrant in related to the
issuance of Secured Convertible Debentures.
</TABLE>
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* Filed herewith.
(1) Incorporated by reference to the like-numbered exhibit to the Registrant's
Form S-3 filed December 15, 2000.
