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UNITED STATES
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): SEPTEMBER 12, 2000
vFINANCE.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11454-03 58-1974423
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identificatio No.
3300 PGA BLVD., SUITE 810
PALM BEACH GARDENS, FL 33410
(Address of principal executive offices) (Zip Code)
(305) 374-0282
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 2. OTHER EVENTS.
On September 12, 2000, vFinance.com, Inc. (the "Company") entered into
a letter of intent (the "LOI") whereby it agreed to acquire all of the
outstanding capital stock of NW Holdings, Inc. ("NWH"), which is the parent
company of First Level Capital, Inc. ("First Level"), a merchant and investment
banking firm with offices in New York, New Jersey and Florida. First Level
provides investment banking services to small and medium sized companies and
retail brokerage services to companies, financial institutions and high net
worth investors. The firm is a registered broker-dealer and a market maker in
more than 100 U.S. securities. The Company intends to structure this transaction
as a tax-free exchange in which it will exchange with the shareholders of NWH
1,500,000 unregistered shares of its common stock and options to purchase
875,000 shares of its common stock at $2.25 a share for all of the outstanding
shares of NWH. The holders of the shares underlying the options will be granted
certain piggyback registration rights with respect to those shares.
Under the terms of the LOI, the Company has 60 days to conduct a due
diligence investigation of the business of First Level and NWH. The LOI may be
terminated by either party for any reason prior to the execution of a definitive
agreement with respect to this transaction. Additionally, the completion of this
transaction is subject to the NASD's approval of the change in control of First
Level. Accordingly, there can be no assurances that the transaction will be
completed.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(B) EXHIBITS.
None
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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.
vFINANCE.COM, INC.
/s/ Leonard J. Sokolow
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Date: September 15, 2000 Leonard J. Sokolow, Chief Executive Officer
