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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): November 16, 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) Identification No.
6600 NORTH ANDREWS AVENUE, SUITE 304
FORT LAUDERDALE, FL 33309
(Address of principal executive offices) (Zip Code)
(954) 384-7800
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On November 16, 2000, vFinance.com, Inc. (the "Company") entered into a
letter of intent (the "LOI") with Colonial Direct Financial Group, Inc., a
Delaware corporation ("Colonial"), to acquire all of the outstanding capital
stock of Colonial. Colonial is a broker-dealer registered with the Securities
and Exchange Commission and a member of the National Association of Security
Dealers, Inc. (the "NASD"). The Company intends to structure this transaction as
a tax free exchange in which the Company proposes to exchange with the
shareholders of Colonial 5,750,000 unregistered shares of the Company's common
stock and shares of preferred stock of the Company equivalent in rights and
preferences to the 122,500 shares of Series A Convertible Preferred Stock of
Colonial for all of the outstanding capital stock of Colonial. As part of the
LOI, the Company intends to grant to the holders of incentive stock options
granted by Colonial on or before June 30, 2000 incentive stock options to
purchase 500,000 shares of the Company's common stock, in exchange for the stock
options granted by Colonial. In addition, the Company intends to grant to
investors who participated in Colonial's private placement of securities, which
closed in January 2000, stock options to purchase 575,000 shares of the
Company's common stock. The stock options to be granted by the Company will have
an exercise price of $2.25 per share. The vested portion of the Company's stock
options will match the vested portion of Colonial's stock options with the
unvested portion of the Company's stock options vesting ratably over the four
(4) year period immediately following the date of execution of the LOI. The
Company also intends to grant 625,000 stock options to purchase the Company's
common stock at an exercise price of $5.80 per share to key employees of
Colonial.
Upon the occurrence of certain events set forth in the LOI, either
party is required to pay the other party a break up fee in the amount of
$100,000. The consummation of the transaction is subject to, among other things,
(i) the negotiation and the execution of definitive agreements and the approval
of the transactions by the shareholders of Colonial and (ii) the NASD's approval
of the change in control of Colonial.
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There is no assurance that the transaction with Colonial will be
consummated. If the transaction is consummated, it is also possible that, by
agreement of the parties, one or more terms and/or conditions of the definitive
agreements will differ materially from the terms and conditions of the LOI.
The Company intends to repurchase up to one million dollars
($1,000,000) worth of the issued and outstanding common stock of the Company
("Proposed Repurchase Shares") in the open market or in privately negotiated
transactions, or a combination thereof, prior to the beginning of the third
calendar quarter of year 2001. There is no assurance that the Company will
repurchase any of the Proposed Repurchase Shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS.
Not Applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(C) EXHIBITS.
None
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: November 30, 2000 Leonard J. Sokolow, Chief Executive Officer
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