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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT MAY 8, 2000
(Date of earliest event reported)
SOFTLOCK.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-13611 84-1130229
(Commission File Number) (IRS Employer Identification No.)
5 CLOCK TOWER PLACE, SUITE 440, MAYNARD, MA 01754
(Address principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (978) 461-5940
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ITEM 5. OTHER EVENTS.
SoftLock.com, Inc. (the "Company") previously reported on March 8,
2000 that it had entered into a letter of intent to acquire all the
outstanding stock of Chili Pepper, Inc. ("Chili Pepper"), a Boston-based
strategic marketing consulting firm which has provided merchandising
consulting services to the Company during the past sixty (60) days, in
exchange for shares of the Company's common stock, par value $.01 per share.
The Company and Chili Pepper have terminated their prior letter of intent and
entered into a letter of intent dated May 8, 2000, whereby the Company will
purchase certain assets of Chili Pepper. The completion of the asset purchase
transaction is contingent on, among other conditions, the execution of
definitive transaction agreements.
The Company will acquire Chili Pepper assets, including work in
progress as of May 1, 2000 with a value of at least $22,000, computer
equipment, furniture, fixtures, miscellaneous office equipment, leasehold
improvements, working capital of at least $22,000 and leased property and
equipment. The Company will acquire the assets of Chili Pepper in exchange
for 241,611 shares of the Company's common stock, $.01 par value, having an
aggregate value (the "Purchase Price") equal to the product obtained by
multiplying 241,611 by the average of the closing prices of the Company's
common stock on May 5, May 8, May 9 and May 10, 2000. Pursuant to the letter
of intent, up to twenty percent (20%) of the Purchase Price may be paid in
cash with a corresponding decrease in the number of shares of the Company's
common stock received by Chili Pepper. The cash portion of the Purchase Price
will be obtained from the Company's cash holdings. All of the assets acquired
by the Company are utilized by Chili Pepper in the normal course of business
of operating a strategic marketing consulting firm. The Company intends to
continue using the purchased assets for merchandising and communication
services to supplement the Company's existing merchandising capabilities.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) No exhibits are filed with this Current Report on Form 8-K/A.
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 hereunder duly authorized.
SOFTLOCK.COM, INC.
(REGISTRANT)
Date: July 6, 2000 By: /s/ Michael J. Dziczkowski
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Michael J. Dziczkowski
Corporate Controller
(Principal Accounting Officer)
