Page <1>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or a5(d) of the Securities Exchange Act of 1934
Date of Report June 18, 1999
-------------
InterActive Inc.
----------------
(Exact name of registrant as specified in its charter)
South Dakota 000-21898 46-0408024
------------ --------- ----------
(State of Incorporation)(Commission File Number)(IRS Employer Identification No)
204 North Main Street, Humboldt, SD 57035
------------------------------------------
(Address of principal executive Offices)
Registrant's telephone number, including area code 605-363-5117
------------
(Former name or former address, if changed since last report) Not applicable
--------------
Page <2>
Item 5. Other Events
Effective June 18, 1999 the Company successfully closed the Offer to Creditors
(the Offer) which was made to creditors of the Company in December, 1998. The
holders of approximately $1,599,000 of the Company's previously outstanding debt
have agreed to accept shares of the Company's common stock in exchange therefor.
TPR Group, Inc., (together with its affiliated entities, TPR), a related party
received 296,298 shares of the Company's Common Stock in exchange for $296,298
of unsecured debt. Additionally, TPR acquired 2,000,000 shares of a new series
of the Company's authorized but unissued Series B Preferred Stock which is
initially convertible to Common Stock on a 10 to one basis and has contributed
$289,440 in principal and accrued interest secured by a lien on the Company's
assets to the capital of the Company. As a consequence of these transactions,
the Company's outstanding indebtedness has been reduced from approximately
$2,916,000 at December 8, 1998, to approximately $958,283 at June 18, 1999, and
an aggregate of 25,076,508 shares of common stock (including 20,000,000 issuable
to TPR upon conversion of the Series B Preferred Stock) are outstanding. TPR
has also agreed to exchange an additional $721,000 of the Company's secured debt
for shares of Series C Preferred Stock at a later date, subject to certain
conditions. Consummation of this debt-to-equity conversion was publicly
announced by a Press Release dated June 18, 1999, a copy of which is attached
hereto as Exhibit A and incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Pro Forma Balance Sheet
(b) Exhibits
A Press Release dated June 18, 1999
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.
InterActive Inc.
----------------
Registrant
By:\s\ Robert Stahl
-------------------
Robert Stahl
President
Date June 18, 1999
-------------
Page <3>
Pro Forma Balance Sheet
The following unaudited pro forma Balance Sheet reflects the estimated effect
of InterActive's issuance of Common and Preferred Stock for debt. The pro forma
financial data does not purport to be indicative of the results which actually
would have been obtained had the Offer been effected on the dates indicated or
those results which may be obtained in the future.
InterActive Inc.
Proforma Balance Sheet
March 31, 1999
Unaudited
ASSETS Pro forma
Historical Historical as of
9/30/98 3/31/99 3/31/99
------------- ------------- -------------
CURRENT ASSETS
Cash and cash equivalents $ 1,018 $ 2,274 $ 2,274
Accounts receivable 4,175 2,170 2,170
Inventories 22,480 22,018 22,018
Prepaid expenses and other 1,837 1,422 1,422
------------- ------------- -------------
Total current assets $ 29,510 $ 27,884 $ 27,884
------------- ------------- -------------
PROPERTY AND EQUIPMENT, at cost
Land $ 1,962 $ 1,962 $ 1,962
Building and improvements 84,962 84,962 84,962
Computer and office equipment 54,246 54,246 54,246
------------- ------------- -------------
$ 141,170 $ 141,170 $ 141,170
Less accumulated depreciation 92,032 95,312 95,312
------------- ------------- -------------
$ 49,138 $ 45,858 $ 45,858
------------- ------------- -------------
OTHER ASSETS, at cost
Cost $ 253,971 $ 253,971 $ 253,971
Less accumulated amortization 247,839 247,944 247,944
------------- ------------- -------------
$ 6,132 $ 6,027 $ 6,027
------------- ------------- -------------
$ 84,780 $ 79,769 $ 79,769
------------- ------------- -------------
------------- ------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable, related party $ 758,500 $ 1,010,440 $ 721,000
Current maturities of long-term debt 266,436 267,436 22,001
Accounts payable, trade 1,139,015 1,045,010 164,283
Accounts payable,trade,
Torrey Pines Research, Inc. 296,297 296,297 0
Accrued expenses 207,226 102,704 7,500
------------- ------------- -------------
Total current liabilities $ 2,667,474 $ 2,721,887 $ 914,784
------------- ------------- -------------
LONG-TERM DEBT
$ 311,435 $ 311,435 $ 65,500
Less current maturities (266,436) (267,436) (22,001)
------------- ------------- -------------
Total long term debt $ 44,999 $ 43,999 $ 43,499
------------- ------------- -------------
Total current liabilities
and long term debt $ 2,712,473 $ 2,765,886 $ 958,283
------------- ------------- -------------
Page <4>
STOCKHOLDERS' EQUITY
Series A preferred stock, par value
$.001 per share; authorized 5,000,000
shares, issued 113,901 $ 114 $ 114 $ 114
Series B preferred stock, liquidation
value of $0.15 per share; convertible at
the option of the holder to 10 shares of
common for each share of preferred. 2,000,000
authorized and issued on pro forma 2,000
Common stock, par value $.001 per share;
authorized 10,000,000 shares;
issued 3,337,530 Pro forma 5,076,508 3,289 3,337 5,076
Additional paid-in capital 6,834,594 6,928,742 8,767,606
Accumulated deficit (9,465,690) (9,618,310) (9,653,310)
------------- ------------- -------------
$ (2,627,693) $ (2,686,117) $ (878,514)
------------- ------------- -------------
$ 84,780 $ 79,769 $ 79,769
------------- ------------- -------------
------------- ------------- -------------
Page <5>
EXHIBIT A
NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Robert Stahl
InterActive Inc.
Phone: (605) 363-5117
Fax: (605) 363-5102
E-mail: [email protected]
Homepage: www.iact.com
INTERACTIVE COMPLETES DEBT TO EQUITY CONVERSION
-----------------------------------------------
Humboldt, SD, June 18, 1999 - InterActive Inc., a South Dakota corporation
("InterActive" or the "Company") whose common stock is traded in the over-the-
counter market under the symbol "INAV", today announced a successful
restructuring of a majority of its outstanding debt. Restructure of the
Company's debt was proposed in December 1998, as publicly announced in a press
release dated December 7, 1998. Effective as of June 18, 1999, the holders of
approximately $1,599,000 of the Company's previously outstanding debt, have
agreed to accept shares of the Company's common stock in exchange therefor.
In connection with the debt restructuring, TPR Group, Inc., a Delaware
corporation (together with its affiliated entities, TPR), received 296,298
shares of the Company's Common Stock in exchange for $296,298 in unsecured debt
owed to it by the Company. In addition , TPR acquired shares of a new series
of the Company's authorized but unissued preferred stock (the Series B Preferred
Stock) which is initially convertible into 20,000,000 shares of the Company's
Common Stock. Subject to the satisfaction of certain further conditions, TPR
also has contributed to the capital of the Company the sum of $289,440 in
principal and accrued interest owed to it by the Company, which was secured by
a lien on all of the Company's assets. As a result of the debt-to-equity
exchange and the contribution to capital of additional indebtedness formerly
owed to TPR, the Company's outstanding indebtedness has been reduced from
approximately $2,916,000 at December 8, 1999 to approximately $958,283 at June
18, 1999. Subject to certain further conditions, TPR has also agreed to
exchange, at a future date, an additional $721,000 of the Company's secured
indebtedness for shares of a second series of the Company's preferred stock
(the Series C Preferred Stock), which would be convertible into an additional
6,000,000 shares of the Company's common stock.
After giving effect to the issuance of 1,726,946 shares in connection with the
debt restructuring, and taking into account the 20,000,000 shares of the
Company's common stock issuable to TPR upon conversion of the Series B
Preferred Stock, an aggregate of approximately 25,076,508 shares of the
Company's common stock were outstanding as of June 18, 1999. Of these shares,
TPR owns approximately 20,826,741 shares, or approximately 83%, and the other
former creditors and stockholders of the Company own approximately 4,249,767
shares, or approximately 17%. As of June 18, 1999, an additional 1,198,000
shares of common stock were issuable upon exercise of outstanding stock options
and warrants and conversion of outstanding Series A Preferred Stock.
Page <6)
As holder of the Series B Preferred Stock, TPR will be entitled to elect a
majority of the directors of the Company and to vote along with the Company's
common stock holders on all other matters, with the right to cast one vote for
each share of the Company's Common Stock into which the Series B Preferred
Stock is then convertible. TPR has agreed to use its best efforts to assist
the Company in developing a technical consulting business and/or developing or
acquiring such other business or businesses as the officers and directors of the
Company, in consultation with TPR, deem desirable and appropriate (although no
such acquisition is currently contemplated).
InterActive Inc. designs, manufactures and markets personal computer-based
multimedia products for use over the Internet and local area networks and in
kiosks and security systems. InterActive's corporate headquarters are located
at 204 North Main, Humboldt, South Dakota. The telephone number is 605-363-
5117 and fax number is 605-363-5102. InterActive's home page address is
http://www.iact.com.
6
