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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 6, 1996
INFONOW CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 0-19813 04-3083360
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification no.)
1875 Lawrence, Suite 1100 Denver, CO 80202
(address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 303-293-0212
3131 S. Vaughn Way, Suite 134, Aurora, CO 80014
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 13, 1996, InfoNow Corporation (the "Company") sold all the common
shares of its wholly-owned subsidiary, Infomergerco, Inc. d.b.a. Navigist,
Inc. ("Navigist") to VDC Paradigms, Inc. which is owned by two of the
principal operating managers Navigist. The Company received 274,050 shares of
InfoNow common stock and the surrender of notes held by the buyers amounting
to $27,940 in consideration for the sale of Navigist. As part of the
transaction, the Company agreed to make a cash payment of $97,000 to Buyers,
canceled all intercompany balances owed by Navigist to InfoNow and Cimarron
international, Inc. amounting to approximately $490,400 and forgave a note
owed by Navigist to InfoNow in the amount of $142,500. In addition, the
Company also retired the remaining notes payable, amounting to $22,060 that
were issued in the original acquisition of Navigist by the Company in August
1995 in order to facilitate the completion of the transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Proforma financial information
It is impracticable at this time to provide the required proforma information
related to the disposition of Navigist. The Registrant will file the required
information under cover of Form 8 on or before February 21, 1997.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On December 6, 1996, the Company completed a private placement of 1,995,273
Units at $1.40 per Unit, each Unit consisting of one share of Common Stock,
par value $.001 per share (the "Shares"), and one share purchase warrant (the
"Warrants"). Two warrants entitle the holder to acquire one additional share
of Common Stock at $1.40 per share (the "Warrants") during the eighteen (18)
month term of the Warrant.
The leading participants in the private placement included Robertson Stephens
& Company (San Francisco, CA), Haywood Securities (Vancouver, BC), and Opus
Capital Fund, LLC (Boulder, CO) as well as several existing InfoNow
shareholders.
Total gross proceeds from the sale of Units were $2,793,380. Total cash
commissions paid or to be paid in conjunction with the placement amounted to
$50,368. In addition, 50,000 shares of common stock will be issued to Haywood
Securities for corporate financial services rendered in conjunction
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S (CONTINUED)
with the private placement. The Company will also issue 305,000 warrants to
purchase common stock at $1.40 per share and expense reimbursements amounting
to $15,000 will be paid to two parties which facilitated the sale of the
Units in conjunction with the placement.
The securities issued in this placement have not been registered under the
Securities Act of 1933. However, 839,557 Units sold to foreign (non-US)
investors will become tradable in the U.S. forty (40) days after the
placement in accordance with Regulation S. All other Units were sold to U.S.
residents ("U.S. Placees") and were exempt from registration under 4(2) of
the Securities Act of 1933.
As a condition of the placement, the Company has agreed to file a
registration statement with the Securities and Exchange Commission on behalf
of U.S. Placees no later than 120 days after completion of the placement and
to use its best efforts to have such registration statement made effective.
In absence of such a registration, securities held by U.S. placees could only
be resold under an available exemption under the Securities Act of 1933, such
as Rule 144.
In the event that the Company can not successfully file a registration
statement within the prescribed time period, a U.S. Placee may demand, at its
sole discretion, and without further compensation to the Company, that the
Company issue additional Units to the U.S. Placee equal to ten (10) percent
of the number of Units issued to them in this placement.
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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.
Dated : December 20, 1996
INFONOW CORPORATION
(Registrant)
/s/ Kevin D. Andrew
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Kevin D. Andrew
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
