U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: July 26, 1999
NEWGOLD, INC.
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Delaware 0-20722 16-1400479
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
35265 Willow Avenue
Post Office Box 230
Clarksburg, California 95612
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(Address of Principal Executive Offices)
(916) 665-1840
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(Issuer's Telephone Number)
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(Former Name, if changed since Last Report)
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Item 1. Changes in Control of Registrant.
N/A
Item 2. Acquisition or Disposition of Assets.
N/A
Item 3. Bankruptcy or Receivership.
N/A
Item 4. Changes in Registrant's Certifying Accountants
N/A
Item 5. Other Events
On July 26, 1999, Registrant announced the signing of a definitive
agreement regarding a merger with Comercis, formerly Business Web, Inc. See
attached Press Release.
Item 6. Resignation of Registrant's Directors
N/A
Item 7. Financial Statements. Pro Forma Financial Information and Exhibits.
N/A
Item 8. Change in Fiscal Year
N/A
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FOR IMMEDIATE RELEASE
Comercis and NewGold, Inc., Take Next Step in Merger Process
Companies Sign Definitive Merger Agreement
SOUTHLAKE, Texas, July 23, 1999 - Comercis, formerly Business Web, Inc., and
NewGold, Inc., [NASDAQ OTC/BB: NGLD], today signed a definitive agreement to
bring the companies' previously announced merger closer to completion.
The merger, which is now pending shareholder and regulatory approval, will
result in Comercis being merged into NewGold, and the company will then be a
true Internet company with a new stock name and symbol to represent the change.
NewGold shareholders will have their shares reverse split, converting every 12
shares of NewGold stock into one share of the new company stock. Current
shareholders of Comercis stock will then trade their shares for an equal number
of new company shares. Upon the effective merger date -- after the reverse split
and exchange of shares -- approximately 20 million shares of the new company
stock will be outstanding. Additionally, the company will be officially changing
its name to Comercis, and the stock will be trading under a new ticker symbol.
"Comercis is excited to move the merger to the next stage and one step closer to
completion," said Chris Meux, president and CEO for Comercis. "We are confident
that current shareholders in both companies will approve the merger and we look
forward to generating positive returns on their investments."
With established industry partners such as Xoom, BellSouth, and Netopia,
Comercis provides shareholders with a strong, growth oriented business, ideal
for today's Internet and business economy, as well as rapid growth potential.
About Comercis
Comercis, based near Dallas, Texas, was founded as Business Web, Inc. in 1997
with the vision of becoming the world's first business-to-business cyber
community management and development company. With Cybermovers.net, Comercis
provides businesses with start-to-finish knowledge and understanding of how to
design, create, host and develop entire Internet communities. Comercis'
Cybermovers service is the preferred move-in service for Netopia's [NASDAQ:
NTPA] Virtual Office web site owners. The service is available where Virtual
Office is featured on the Netscape [NYSE: AOL] Small Business Center at
www.nvo.com, the Intuit [NASDAQ: INTU] Small Business Smart Buyers Guide at
www.home.mynvo.com, as well as www.cybermovers.net. Additionally, the company is
focusing its attention onto the business-to-business vertical trade communities.
Further information is available at www.comercis.com, or toll free via phone at
(877) 424-9932.
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Some of the statements
contained in this release are forward-looking in nature. The accuracy of these
statements cannot be guaranteed as they are subject to a variety of risks and
other related factors detailed in NewGold's filings with the Securities and
Exchange Commission.
For More Information:
Jill Ballo
Imagio Public Relations
206-625-0252
[email protected]
Judson Rogers
Comercis
817- 421-9770
[email protected]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized .
NEWGOLD, INC.
Date: July 27, 1999 By:/s/Michael M. Kessler
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Michael M. Kessler,
Secretary, Corporate Counsel
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