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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 24, 2000
INSCI-STATEMENTS.COM, CORP.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-12966 06-1302773
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Two Westborough Business Park, Westborough MA 01581
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 870-4000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On May 24, 2000, the Registrant ("Company") and its wholly-owned
Subsidiary, InfiniteSpace.Com, Inc., acquired all of the issued and outstanding
Common Stock from the Stockholders of a company known as, Lognet 2000, Inc.
("Lognet"), formerly known as Lognet, Inc. The Shareholders of Lognet exchanged
all of the issued and outstanding stock in Lognet for a pro rata aggregate of
2,500,000 restricted shares of the Common Stock of the Company.
The Company and/or any of its officers, directors, affiliates or associates
did not have any material or other business relationship with Lognet or any of
its Stockholders.
The Company issued 2,500,000 shares of its Common Stock $.01 par value from
its authorized, but unissued, Common Stock in exchange for all of the shares of
Lognet. The former Stockholders of Lognet were granted registration rights for
their shares in the Company, and the Company agreed to use its best efforts to
register the exchange shares by September 15, 2000. The Company did not utilize
any Bank borrowings with respect to the exchange price for the Lognet shares of
Common Stock. The Company, as a part of the transaction, agreed to pay the sum
of $168,750 to Emerging Technology Ventures, Inc. ("ETVI") for financial
consulting and finder's fee in connection with the transaction. A Director of
the Company is a Principal of ETVI.
Lognet is in the business of the PC-to-host and print connectivity
industries. It provides hardware and software solutions that enable
organizations to extract greater value from their centralized architecture data
systems. Lognet has print protocol conversion, emulation technologies, and
expertise in legacy data integration. Additionally, Lognet is also in the
business of electronic bill presentment and payment (EBPP). EBPP is an
electronic process for delivery bills and bill-related documents over the
Internet to consumer and business customers, and is creating an e-billing
solution that enables billers to extract and convert legacy-billing data and
distribute it over the Internet. The Company, in acquiring all of the shares of
Common Stock of Lognet will use the Lognet technology in the development of
portal based electronic statement presentment services and the Company's ESP and
on-site software solutions business. The Board of Directors of the Company, as a
part of the Exchange Agreement, appointed Yaron I. Eitan, as a Member of the
Company's Board of Directors. Mr. Eitan is the founder and principal of Lognet
and has also been an investor in Selway Partners LLC, a management company,
engaged in advising technology companies. From 1989 to 1998, Mr. Eitan was
Chairman and Chief Executive Officer of a company known as Geotec
Communications, Inc. ("Geotec"). Subsequent to Mr. Eitan's leaving Geotec in
1998, Geotec filed a Chapter 11 petition under the Bankruptcy Act.
Annexed hereto and marked Exhibit 1 is a copy of the Exchange Agreement
and, annexed as Exhibit 2, is a copy of the Press Release issued by the Company
with respect to the acquisition of Lognet.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The Company will file the financial statements as required by amendment to
the within report.
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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.
INSCI-STATEMENTS.COM, CORP.
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(Registrant)
By: /s/ Roger C. Kuhn
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Roger C. Kuhn
Chief Financial Officer
Dated: June 8, 2000
Westborough, MA
