<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SUITE 101.COM, INC.
-------------------
(Name of Issuer)
COMMON STOCK $.01 PAR VALUE
------------------------------
(Title of Class of Securities)
865073 10 0
--------------
(CUSIP Number)
284085 B.C. LTD.
1122 MAINLAND STREET - SUITE 390
VANCOUVER, B.C., CANADA V6B 5L1
604-682-1400
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 10, 1998
-----------------------------------
Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 865073 10 0
- --------------------------------------------------------------------------------
<S> <C> <C>
1. Name of Reporting Person 284085 B.C. Ltd.
S.S. or IRS Identification No. of
Above Person Not Required
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds WC
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) Not Applicable
- --------------------------------------------------------------------------------
6. Citizenship or Place of Province of
Organization British Columbia
- --------------------------------------------------------------------------------
Number of Shares Beneficially
Owned by Reporting Person:
7) Sole Voting
Power 1,436,565
---------------------------------------
8) Shared Voting
Power -0-
---------------------------------------
9) Sole Dispositive
Power 1,436,565
---------------------------------------
10) Shared
Despositive
Power -0-
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially
Owned By Each Reporting Person 1,436,565
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in
Row (11) Excludes Certain Shares Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by
Amount in Row (11) 14.3%
- --------------------------------------------------------------------------------
14. Type of Reporting Person CO
</TABLE>
-2-
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is shares of
common stock, par value $.001 per share (the "Shares"), of Suite101.com, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 1122 Mainland Street, Suite 390, Vancouver, British
Columbia, Canada V6B 5L1.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by 284085 B.C. Ltd. ("BC Ltd."). BC Ltd. is
a corporation organized under the laws of the Province of British Columbia. Its
principal business is diversified investing. Its address is 1122 Mainland
Street, Suite 390, Vancouver, B.C., Canada V6B 5L1. The name, citizenship,
present principal occupation or employment and business address of each Director
and executive officer of BC Ltd. and each other person controlling BC Ltd. is
set forth in Schedule A hereto.
Neither BC Ltd. nor any Director or executive officer of BC Ltd. has,
during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The purchase price for the Shares was 302,785 shares of the capital stock
of i5ive communications, inc. ("i5ive").
ITEM 4. PURPOSE OF TRANSACTION.
On December 10, 1998, pursuant to an agreement effective October 30,
1998, the Company completed a transaction with i5ive communications, inc.
("i5ive"). In the transaction, the Company issued 1,436,565 shares and
1,739,969 of Common Stock (after reflecting a 1-for-6 reverse stock split of the
Company's outstanding shares), to BC Ltd. and Northfield Capital Corporation,
respectively, the former shareholders of i5ive, in exchange for all of the
outstanding shares of i5ive. In addition, concurrently with the closing of the
transaction, Northfield Capital Corporation, Julie M. Bradshaw and Sunny Hirai,
both of whom are officers and Directors of i5ive, and two i5ive management
employees, acquired from Benitz & Partners Limited, a principal stockholder of
the Company, an aggregate of 2,500,000 shares of Common Stock. On the closing
of the transaction, Peter L. Bradshaw, an officer, Director and principal
shareholder of BC Ltd., Julie M. Bradshaw, the daughter of Mr. Bradshaw, and
Sunny H. Hirai, officers and Directors of i5ive, were elected Directors of the
Company and the Company's three Directors prior to the closing resigned. As a
consequence of the transactions, B.C. Ltd., Northfield Capital
-3-
<PAGE>
Corporation, Ms. Bradshaw and Mr. Hirai hold an aggregate of 5,610,340 shares
of the Company's outstanding Common Stock or approximately 55.8% of the
shares outstanding. BC Ltd. is not acting as part of a "group", as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with
such persons with respect to acquiring, holding or disposing of the Shares.
The purpose or purposes of the acquisition of the Shares by BC Ltd. was a
passive investment. Depending on market conditions and other factors, BC Ltd.
may acquire additional Shares as it deems appropriate, whether in open market
purchases, privately negotiated transactions or otherwise. BC Ltd. also
reserves the right to dispose of some or all of its Shares in the open market,
in privately negotiated transactions to third parties or otherwise.
As of the date hereof, except as described herein, BC Ltd. does not have
any plans or proposals which relate to or would result in (a) the acquisition by
any person of additional securities of the Company, or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present board of
directors or management of the Company including any plans or proposals to
change the number of term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's Certificate of Incorporation
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any
action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 10, 1998, BC Ltd. holds beneficially the following
securities of the Company.
<TABLE>
<CAPTION>
Percentage of shares of
Title of security Amount Common Stock (1)
- --------------------------- --------------------------------------------------
<S> <C> <C>
Common Stock 1,436,565 14.3%
</TABLE>
- ------------------------
(1) Calculated in accordance with Rule 13d-3.
-4-
<PAGE>
(b) BC Ltd. has the sole power to vote or to direct the vote of the
Shares held by it and has the sole power to dispose or to direct the disposition
of the Shares held by it. By virtue of his relationships with BC Ltd., Peter
Bradshaw, may be deemed to beneficially own, as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended, the Shares which BC
Ltd. directly beneficially owns. Such person disclaims beneficial ownership of
the Shares for all other purposes.
(c) None
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Purchase Agreement among the Company and
284085 B.C. Ltd., 284085 B.C. Ltd. and i5ive
communications inc.
B. Amendment dated November 18, 1998 to
Purchase Agreement among the Company and
284085 B.C. Ltd., 284085 B.C. Ltd. and i5ive
communications inc.
C. Amendment dated December 1,1998 to Purchase
Agreement Among the Company and 284085 B.C.
Ltd., 284085 B.C. Ltd. and i5ive
Communications inc.
D. Amendment dated December 3, 1998 to Purchase
Agreement Among the Company and 284085 B.C.
Ltd., 284085 B.C. Ltd. and i5ive
Communications inc.
-5-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: December 22, 1998
284085 B.C. Ltd.
By /s/ PETER BRADSHAW
--------------------
President
-6-
<PAGE>
SCHEDULE A
Peter L. Bradshaw, Canadian
Director, President and CEO 284085 BC Ltd.
Director and President Suite101.com Inc.
309 - 1122 Mainland Street, Vancouver, B.C. V6B 5L1, Canada
Wilber Kanke, Canadian
Director 284085 B.C. Ltd.
President, Kanke Seafood Restaurants Limited
638 - 375 Water Street, Vancouver, B.C. V6B 5C6, Canada
Mary Ellen Bradshaw, Canadian
Secretary 284085 B.C. Ltd.
Home Maker
401 Hidhurst Place, West Vancouver, B.C. V7S 1K2, Canada
-7-
<PAGE>
KINETIC VENTURES LTD.
SUITE 850, 1095 WEST PENDER STREET
VANCOUVER, B.C.
V6E 2M6
October 9, 1998
NORTHFIELD CAPITAL 284085 B.C. LTD.
CORPORATION Suite 390, 1122 Mainland Street
Suite 1100, 350 Bay Street Vancouver, B.C.
Toronto, Ontario V6B 5L1
M5H 2S6
(collectively the "Vendors")
I5IVE COMMUNICATIONS INC.
Suite 390, 1122 Mainland Street
Vancouver, B.C.
V6B 5L1
Dear Sirs:
RE: PURCHASE OF SHARES OF I5IVE COMMUNICATIONS INC. (THE "COMPANY")
---------------------------------------------------------------
When signed by each of the Vendors and the Company this letter will evidence
the agreement with us (the "Purchaser") in respect of the acquisition by the
Purchaser of all of the shares of the Company (the "Shares") from the Vendors.
A. REPRESENTATIONS AND WARRANTIES OF THE VENDORS
Each of the Vendors severally represents and warrants, in respect of the
Vendor only, to the Purchaser that:
1. The Shares owned by the Vendor are or will be on the Closing Date (as
defined below) legally and beneficially owned by the Vendor and the Vendor
has a good and marketable title thereto free and clear of all mortgages,
liens, charges, security interests, adverse claims, charges, encumbrances,
and demands whatsoever.
2. No person, firm or corporation has any agreement or option or any right or
privilege (whether by law, pre-emptive or contractual) capable of becoming
an agreement or option for the purchase of any of the Shares held by the
Vendor except for Sunny H. Hirai, Dean Minamimaye, Jason Pamer and Julie
M. Bradshaw (the "Management Group") who have or will have on or before
the Closing Date the option to acquire an aggregate of 24% of the Shares
from the Vendors if the purchase and sale of the Shares as contemplated
by this agreement does not occur.
<PAGE>
3. Each Vendor owns or, on the Closing Date, will own the Shares set forth
opposite its name as shown below:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
---- ----------------
<S> <C>
Northfield Capital Corporation 58
284085 B.C. Ltd. 42
---
100
---
---
</TABLE>
4. This agreement has been duly authorized, validly executed and delivered
by the Vendor.
5. Each Vendor is a resident of Canada under the INCOME TAX ACT (Canada).
No claim shall be made by the Purchaser against the Vendors as a result of any
misrepresentation or as a result of the breach of any covenant or warranty
herein contained unless the aggregate loss or damage to the Purchaser exceeds
$5,000.
B. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND VENDORS
The Vendors and the Company jointly and severally represent and warrant to the
Purchaser that:
1. The Company is duly incorporated and organized and is in good standing with
respect to the filing of Annual Returns under the laws of British Columbia.
2. The authorized capital of the Company consists of 100 Class "A" common
shares with a par value of $1.00 each all of which are issued and
outstanding as fully paid and non-assessable and 49,900 Class "B"
preferred shares with a par value of $1.00 each of which none are
issued and outstanding.
3. No person, firm or corporation has any agreement or option, including
convertible securities, warrants or convertible obligations of any nature,
or any right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase, subscription,
allotment or issuance of any of the unissued shares in the capital of the
Company or of any securities of the Company.
4. The Company, without the prior written consent of the Purchaser, will not
issue any additional shares from and after the date hereof to the Closing
Date or create any options, warrants or rights for any person to subscribe
for any unissued shares in the capital of the Company, except for any
securities to be issued prior to the Closing Date pursuant to the
provisions herein.
5. The Company has the corporate power to own or lease its property and
assets, the particulars of which are set out on Schedule "A", and to carry
on its business as described in its business plan dated September 16, 1998
(the "Business") attached hereto as Schedule "B"; it is duly qualified as
a corporation to carry on the Business and is in good
<PAGE>
standing with respect thereto in each jurisdiction in which the nature
of the Business or the property owned or leased by it makes such
qualification necessary.
6. The Company does not have any subsidiaries or agreements of any nature to
acquire any subsidiary or to acquire or lease any other business operations
and will not prior to the Closing Date acquire, or agree to acquire, any
subsidiary or business without the prior written consent of the Purchaser.
7. The Company is not a party to or bound by any agreement of guarantee,
warranty, indemnification, assumption or endorsement or any other like
commitment of the obligations, liabilities (contingent or otherwise) or
indebtedness of any other person, firm or corporation.
8. The books and records of the Company fairly and correctly set out and
disclose in all material respects, in accordance with generally accepted
accounting principles, the financial position of the Company as at the
date hereof, and all material financial transactions of the Company
relating to the Business have been accurately recorded in such books
and records.
9. All of the material transactions of the Company have been promptly and
properly recorded or filed in or with the books or records of the Company
and the minute books of the Company contain all records of the meetings
and proceeds of the Company's directors, shareholders and other committees,
if any, since its incorporation.
10. Attached hereto as Schedules "C" and "D" are the following financial
statements (collectively, the "Company Financial Statements") (i) the
Company's unaudited balance sheets as of August 31, 1998 and December 31,
1997, and (ii) the Company's unaudited statements of income and deficit
for the eight months ended August 31, 1998 and the year ended December 31,
1997. The Financial Statements have been prepared in accordance with
Canadian generally accepted accounting principles applied on a consistent
basis throughout the periods covered thereby, present fairly the
financial condition of the Company as of such dates and the results of
operations of the Company for such periods, are correct and complete,
and are consistent with the books and records of the Company, which books
and records are correct and complete. Since the date of the Company's
balance sheet included in the Company Financial Statements, there has not
been any material adverse change in the business, financial condition,
operations, results of operations, or future prospects of the Company.
11. The Company has filed in a timely manner all federal and provincial income
tax returns for all years to and including the fiscal year of the Company
ended December 31, 1997 and all taxes for such years have been paid.
12. The entering into of this agreement and the consummation of the
transactions contemplated hereby will not result in the violation of any
of the terms and provisions of the constating documents or bylaws of the
Company or of any indenture, instrument or agreement, written or oral, to
which the Company or the Vendors may be a party.
<PAGE>
13. This agreement has been duly authorized, validly executed and delivered by
the Company.
14. The Business has been carried on in the ordinary and normal course by the
Company since August 31, 1998 and will be carried on by the Company in the
ordinary and normal course after the date hereof and up to the Closing
Date.
15. No capital expenditures in excess of $10,000 have been made or authorized
by the Company since August 31, 1998 and no capital expenditures in excess
of $10,000 will be made or authorized by the Company after the date hereof
and up to the Closing Date without the prior written consent of the
Purchaser, except that the Company may incur capital expenditures of up
to $35,000 to purchase computer equipment.
16. The Company is not a party to any written or oral employment, service or
pension agreement, and the Company does not have any employees who cannot
be dismissed on not more than one months' notice without further liability.
17. The Company does not have outstanding any bonds, debentures, mortgages,
notes or other indebtedness and the Company is not under any agreement to
create or issue any bonds, debentures, mortgages, notes or other
indebtedness, except as disclosed in the Company Financial Statements.
18. The Company is not the owner, lessee or purchaser under any agreement to
own or lease any real property, except that the Company subleases, on a
month-to-month basis, its premises located at Suite 390, 1122 Mainland
Street, Vancouver, British Columbia, V6B 5L1.
19. The Company owns, possesses and has good and marketable title to its
undertaking, property and assets used in or acquired for the Business
and, without restricting the generality of the foregoing, all those
assets described in the balance sheets included in the Company Financial
Statements, free and clear of any and all mortgages, liens, pledges,
charges, security interests, encumbrances, actions, claims or demands
of any nature whatsoever or howsoever arising.
20. The Company has its property insured against loss or damage by all
insurable hazards or risks on a replacement cost basis and such insurance
coverage will be continued in full force and effect to and including the
Closing Date and, to the best of the knowledge of the Company and the
Vendors, the Company is not in default with respect to any of the
provisions contained in any such insurance policy and has not failed to
give any notice or present any claim under any such insurance policy in
due and timely fashion.
21. Except as disclosed herein the Company does not have any outstanding
written material agreements (including employment agreements) contracts or
commitment, of any nature or kind whatsoever, except:
(a) agreements, contracts and commitments in the ordinary course of the
Business;
<PAGE>
(b) service contracts on office equipment;
(c) the lease described in paragraph 18 above.
22. There are no actions, suits or proceedings (whether or not purportedly on
behalf of the Company), threatened or, to the best of the knowledge of the
Company and the Vendors, pending against or affecting the Company or
affecting the Business, at law or in equity, or before or by any federal,
state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign and neither the
Company nor the Vendors are aware of any existing ground on which any
such action, suit or proceeding might be commenced with any reasonable
likelihood of success.
23. The Company is not in default or breach of any material contracts,
agreements, written or oral, indentures or other instruments to which it
is a party and there exists no state of facts which after notice or lapse
of time or both which would constitute such a default or breach, and all
such contracts, agreements, indentures or other instruments are now in
good standing and the Company is entitled to all benefits thereunder.
24. The Company has no registered trademarks, trade names and patents but has,
to the best of the Vendors' knowledge, good and valid title to all common
law trademarks and trade names used in connection with the Business.
25. To the best of the knowledge of the Company and the Vendors, the conduct of
the Business does not infringe upon the patents, trademarks, trade names or
copyrights, domestic or foreign, of any other person, firm or corporation.
26. To the best of the knowledge of the Company and the Vendors, the Company is
conducting and will conduct the Business in compliance with all applicable
laws, rules and regulations of each jurisdiction in which the Business is
or will be carried on, the Company is not in material breach of any such
laws, rules or regulations and is or will be on the Closing Date fully
licensed, registered or qualified in each jurisdiction in which the
Company owns or leases property or carries on or proposes to carry on
the Business to enable the Business to be carried on as now conducted
and its property and assets to be owned, leased and operated, and all
such licenses, registrations and qualifications are or will be on the
Closing Date valid and subsisting and in good standing except where the
failure to be so will not have a materially adverse effect on the
operation of the Business.
27. All facilities and equipment owned or used by the Company in connection
with the Business are in good operating condition and are in a state of
good repair and maintenance for facilities and equipment of similar age
relative to standards of repair and maintenance maintained by other
companies carrying on a similar business in Canada.
28. The Company has no loans or indebtedness outstanding which have been made
to directors, former directors, officers, shareholders and employees of
the Company or to any person or corporation not dealing at arm's length
with any of the foregoing.
<PAGE>
29. There are no material liabilities of the Company of any kind whatsoever,
whether or not accrued and whether or not determined or determinable, in
respect of which the Company or the Purchaser may become liable on or
after the consummation of the transactions contemplated by this agreement,
other than liabilities which may be reflected on the Company Financial
Statements, liabilities disclosed or referred to in this agreement or
liabilities incurred in the ordinary course of business and attributable
to the period since the date of the Company Financial Statements, none of
which has been materially adverse to the nature of the Business, results
of operations, assets, financial condition or manner of conducting the
Business.
30. The Articles, bylaws and other constating documents of the Company in
effect with the appropriate corporate authorities as at the date of this
agreement will remain in full force and effect without any changes thereto
as at the Closing Date.
31. The directors and officers of the Company are as follows:
NAME POSITION
---- --------
Peter L. Bradshaw President & Director
Julie M. Bradshaw Secretary & Director
Sunny H. Hirai Director of Operations & Director
Robert D. Cudney Director
32. No order ceasing or suspending trading in securities of the Company nor
prohibiting the sale of such securities is presently outstanding against
the Company or the Vendors and no investigations or proceedings for such
purposes have been threatened or, to the best of the Vendors' knowledge,
without making any inquiries, are pending.
33. They will assist the Purchaser in preparing any confidential offering
memorandum required by the Purchaser in connection with the private offer
and sale of its securities as contemplated by this agreement (the "Private
Placement") by providing such information about the Company and preparing
in accordance with US GAAP and causing to be audited any financial
statements of the Company required to be included in such memorandum or
the inclusion of which in such memorandum would be advisable.
34. As at June 30, 1998 the Company was indebted to the Vendors and companies
related to them for Cdn$ 717,702.
No claim shall be made by the Purchaser against the Company or the Vendors as
a result of any misrepresentation or as a result of the breach of any
covenant or warranty herein contained unless the aggregate loss or damage to
the Purchaser exceeds $5,000.
C. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Vendors and the Company that:
1. The Purchaser is duly organized and is validly existing and in good
standing under the
<PAGE>
laws of Delaware; it is a reporting issuer in British Columbia, Alberta,
Ontario and Quebec and its common shares are registered under section 12(g)
of the SECURITIES EXCHANGE ACT OF1934 (United States), as amended (the
"Exchange Act") and is in good standing with respect to all filings
required to be made under the securities legislation of such jurisdictions;
it has the corporate power to own or lease its properties and to carry on
its business as now being conducted by it; and it is duly qualified as a
corporation to do business and is in good standing with respect thereto
in each jurisdiction in which the nature of its business or the property
owned or leased by it makes such qualification necessary.
2. The authorized capital of the Purchaser consists, as of the date hereof,
of 40,000,000 shares of Common Stock, par value of US$ 0.001 per share,
of which 39,933,733 shares are currently issued and outstanding as fully
paid and non-assessable and 1,000,000 shares of Preferred Stock, par value
of US$ 0.01 per share, of which none are issued and outstanding. After the
filing of a Certificate of Amendment with the office of the Secretary of
the State of Delaware to effect the combination of the Purchaser's
outstanding shares as contemplated by this agreement and as authorized by
the stockholders of the Purchaser at a meeting held on July 14, 1998,
before reflecting any shares issued and sold pursuant to the Private
Placement, the Purchaser will have 6,655,622 shares of Common Stock
outstanding.
3. No person, firm or corporation has any agreement or option, including
convertible securities, warrants or convertible obligations of any nature,
or any right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase, subscription,
allotment or issuance of any of the unissued shares in the capital of the
Purchaser or of any securities of the Purchaser.
4. The Purchaser, without the prior written consent of the Vendors, will not
issue any additional shares from and after the date hereof to the Closing
Date or create any options, warrants or rights for any person to subscribe
for any unissued shares in the capital of the Purchaser, except for any
securities to be issued prior to the Closing Date pursuant to the
provisions herein.
<PAGE>
5. The directors and officers of the Purchaser are as follows:
NAME POSITION
---- --------
Brian E. Bayley President & Director
A. Murray Sinclair Director
Jennine M. Ballard Director
Sandra Lee Secretary
6. The Purchaser's financial statements (collectively, the "Purchaser
Financial Statements") consisting of (i) the Purchaser's audited balance
sheets and statements of income, changes in shareholders' equity and cash
flow as of and for the fiscal years ended December 31, 1997 and December
31, 1996 (the "Purchaser Audited Financial Statements") and (ii) the
Purchaser's unaudited balance sheets and statements of income, changes
in shareholders' equity and cash flow as of and for the six months ended
June 31, 1998 (the "Purchaser Unaudited Financial Statements") (including
the notes thereto) have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis
throughout the periods covered thereby, present fairly the financial
condition of the Purchaser as of such dates and the results of operations
of the Purchaser for such periods, are correct and complete, and are
consistent with the books and records of the Purchaser, which books and
records are correct and complete. Since the date of the Purchaser's
balance sheet included in the Purchaser Unaudited Financial Statements,
there has not been any material adverse change in the business, financial
condition, operations, results of operations, or future prospects of the
Purchaser and there will not be, prior to the Closing Date, any material
increase in the Purchaser's liabilities except as a result of the matters
referred to in paragraph 18 below and the Deposit (as defined below)
referred to in section D which amount the Purchaser proposes to borrow
from third parties. Raimondo Pettit Group, who have reported on the
Purchaser Audited Financial Statements, are independent public accountants
(as defined under the Securities Act) with respect to the Purchaser and
their reports conform with the requirements of the Securities Act and the
regulations thereunder.
7. There have been no material adverse changes in the financial position or
condition of the Purchaser or damage, loss or destruction materially
affecting the business or property of the Purchaser since the date of the
Purchaser Unaudited Financial Statements.
8. The Purchaser is not a party to or bound by any agreement or guarantee,
warranty, indemnification, assumption or endorsement or any other like
commitment of the obligations, liabilities (contingent or otherwise) or
indebtedness or any other person, firm or corporation.
9. All of the material transactions of the Purchaser have been promptly
and properly recorded or filed in or with the books or records of the
Purchaser and the minute books of the Purchaser contain all records of
the meetings and proceeds of the Purchaser's directors, shareholders
and other committees, if any, since its incorporation.
10. The Purchaser has filed all forms, reports, schedules, registration
statements, and other
<PAGE>
documents required to be filed by it with the U.S. Securities and Exchange
Commission (the "SEC") since March 20, 1997 (as such documents have since
the time of their filing been amended or supplemented, the "Purchaser SEC
Reports"). As of their respective dates, the Purchaser SEC Reports (i)
complied as to form in all material respects with the requirements of the
Securities Act or the Exchange Act, as the case may be, and (ii) did not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading. The financial statements included in the Purchaser
SEC Reports were prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved
(except as may be indicated therein or in the notes thereto and except
with respect to unaudited statements as permitted by Forms 10-QSB and 8-K
of the SEC) and fairly present in all material respects (subject, in the
case of the unaudited financial statement, to normal, recurring year-end
audit adjustments) financial position of the Purchaser as the respective
dates thereof and the results of its operations and cash flows for the
respective periods then ended. The Purchaser's shares of common Stock
have been registered under Section 12(g) of the Exchange Act.
11. There are no actions, suits or proceedings (whether or not purportedly on
behalf of the Purchaser), threatened or, to the best of the Purchaser's
knowledge, pending against or affecting the Purchaser or affecting the
Purchaser's business, at law or in equity, or before or by any federal,
state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign and the Purchaser
is not aware of any existing ground on which any such action, suit or
proceeding might be commenced with any reasonable likelihood of success.
12. The Purchaser's common stock is eligible for quotation on the
over-the-counter (OTC) Bulletin Board pursuant to Rule 6530(a) of the
NASD's OTC Bulletin Board Rules.
13. The Purchaser does not currently have any employees and is not party to
any collective agreements with any labour unions or other association of
employees.
14. The Purchaser does not have any subsidiaries (other than Endovascular,
Inc., which is dormant and has no assets) or agreements of any nature
to acquire any subsidiary or to acquire or lease any other business
operations and will not prior to the Closing Date acquire, or agree to
acquire, any subsidiary or business without the prior written consent
of the Company.
15. The business of the Purchaser now and until the Closing Date will be
carried on in the ordinary and normal course after the date hereof and
upon to the Closing Date and no material transactions shall be entered
into until the Closing Date without the prior written consent of the
Vendors.
16. The Purchaser has been assessed for federal Canadian and provincial income
taxes for all years to and including the fiscal year of the Purchaser
ended December 31, 1997 and all taxes have been paid.
<PAGE>
17. No capital expenditures in excess of $5,000 have been made or authorized
by the Purchaser since the date of the Purchaser Unaudited Financial
Statements and no capital expenditures in excess of $5,000 will be made
or authorized by the Purchaser after the date hereof and up to the Closing
Date without the prior written consent of the Vendors.
18. The Purchaser is not indebted to any of its directors or officers nor are
any of the Purchaser's directors or officers indebted to the Purchaser.
The Purchaser is indebted to Quest Ventures Ltd. for Cdn$ 24,550 and to
Quest Management Corp. for $381 as at September 30, 1998 pursuant to
expenses incurred on behalf of the Purchaser and demand loans bearing no
interest made to the Purchaser for the purpose of providing operating
capital and prior to the Closing Date the Purchaser may incur further
indebtedness to such companies in respect of legal and accounting fees,
transfer agency fees, brokerage fees and securities regulatory filing
fees and related expenses incurred in respect of the transactions
contemplated by this agreement. The Purchaser shall not become indebted
to such companies for any management, administration or similar fees.
19. Except as contemplated hereby, there has been no amendment of the
certificate of Incorporation or By-Laws of the Purchaser since April 24,
1997 and no notice has been given relating to the adoption of any
amendment to either and no proceedings are pending relating thereto.
20. There are no material liabilities of the Purchaser of any kind whatsoever,
whether or not accrued and whether or not determined or determinable, in
respect of which the Purchaser or the Company may become liable on or
after the consummation of the transaction contemplated by this agreement,
other than liabilities which may be reflected on the Purchaser Audited
Financial Statements and Purchaser Unaudited Financial Statements,
liabilities disclosed or referred to in this agreement or liabilities
incurred in the ordinary course of business and attributable to the
period since the date of the Purchaser Unaudited Financial Statements,
none of which has been materially adverse to the nature of the Purchaser's
business, results of operations, assets, financial condition or manner of
conducting the Purchaser's business.
21. The entering into of this agreement and the consummation of the
transactions contemplated hereby will not result in the violation of any
of the terms and provisions of the constating documents or bylaws of the
Purchaser or of any indenture, instrument or agreement, written or oral,
to which the Purchaser may be a party.
22. This agreement has been duly authorized, validly executed and delivered by
the Purchaser.
23. No order ceasing or suspending trading in securities of the Purchaser
nor prohibiting the sale of such securities is presently outstanding
against the Purchaser and no investigations or proceedings for such
purposes have been threatened or, to the best of the Purchaser's
knowledge, without making any inquiries, are pending.
No claim shall be made by the Company or the Vendors against the Purchaser as a
result of any misrepresentation or as a result of the breach of any covenant or
warranty herein contained
<PAGE>
unless the aggregate loss or damage to the Company and the Vendors exceeds
$5,000.
D. DEPOSIT AGAINST PURCHASE PRICE
Upon the execution and delivery of this agreement by the Vendors and the
Company, the Purchaser shall deliver to the Company the sum of Cdn$ 100,000
(the "Deposit") to be applied towards the purchase price of the Shares. The
Deposit shall only be used to finance the Business in the ordinary course of
the Business and shall not be used to repay any outstanding loans of the
Company or pay any dividends, bonuses or payouts. The Deposit shall be
non-refundable unless (i) it is not used for the foregoing purposes; or (ii)
the transactions contemplated by this agreement do not close on or before
January 29, 1999 solely as a result of the failure by the Purchaser to
complete the financing in paragraph F.2 and such failure is attributable
solely to adverse financial markets. If (i) occurs the Company shall repay
the Deposit and if (ii) occurs the Company, at its option, shall repay the
Deposit or issue to or as directed by the Purchaser that number of common
shares of the Company equal to 3% of the common shares of the Company then
outstanding on a fully diluted basis for an aggregate purchase price of
$100,000.
E. PURCHASE AND SALE
Each of the Vendors hereby agrees to sell and the Purchaser hereby agrees to
purchase the Shares for a purchase price of Cdn$ 717,702 to be satisfied by
the issuance of 3,405,622 post-consolidated common shares of the Purchaser at
a deemed price of Cdn$ 0.21 (US$ 0.14) per share. The Vendors acknowledge
that such shares will be subject to restrictions on resale in British
Columbia, Ontario and the United States and the certificates representing the
shares will be endorsed with the legend set out in paragraph (g) of Schedule
"E".
F. CLOSING
Closing shall take place on or before January 29, 1999 (the "Closing Date").
Closing shall be at the offices of O'Neill & Company, 1880 -1055 West Georgia
Street, Vancouver, British Columbia.
(a) CONDITIONS PRECEDENT TO CLOSING
It shall be a condition precedent to the Vendors' obligations to complete the
transactions contemplated in this agreement that:
1. The aforesaid representations and warranties of the Purchaser shall be true
on the Closing Date;
2. The Purchaser shall have completed the Private Placement as a result of
which the Purchaser shall have working capital of not less than US$
3,000,000 and net assets of not less than US$ 3,000,000 immediately prior
to the Closing Date;
3. The Purchaser shall have filed with the office of the Secretary of State
of the State of
<PAGE>
Delaware a Certificate of Amendment to its Certificate of Incorporation
changing its name to one approved by the Company and combining its
outstanding shares of Common Stock on the basis of one share for each
six outstanding shares and following such consolidation and the completion
of all the transactions contemplated by this agreement the Purchaser shall
have not more that 11,811,244 common shares issued and outstanding.
4. The Purchaser shall have obtained all necessary regulatory and shareholder
approvals to the transactions contemplated under this agreement and to the
carrying on by the Purchaser of the business of the Company;
5. On closing the board of directors of the Purchaser shall have three
members consisting of Peter Bradshaw, Julie Bradshaw and Sunny Hirai or
their nominees;
6. All of the documents required to be delivered by the Purchaser on closing
shall have been delivered;
7. The Purchaser shall have filed with the SEC and mailed to its stockholders
in the requisite time period the notice required by Rule 14f-1 under
section 14(f) of the Exchange Act; and
8. The Management Group and Northfield Capital Corporation shall have acquired
on or before the Closing Date from third parties an aggregate of 2,500,000
post-consolidated common shares of the Purchaser.
9. Quotations for the Purchaser's common stock shall have appeared on the OTC
bulletin board for at least the five consecutive trading days before the
Closing Date.
It shall be a condition precedent to the Purchaser's obligations to complete the
transactions contemplated in this agreement that:
1. The aforesaid representations and warranties of the Vendors and the Company
shall be true on the Closing Date.
2. All outstanding indebtedness of the Company to its shareholders and
affiliated companies as of June 30, 1998 being Cdn$ 717,702 shall have been
forgiven or converted into shares of the Company and, if converted, such
shares shall be added to and constitute part of the shares wherever that
term is used in this agreement and such affiliated companies holding such
shares shall agree to become a party to and bound by this agreement.
3. The Investment Representation Letter attached hereto as Schedule "E" shall
have been executed by each Vendor.
4. The Vendors shall have provided the Purchaser with a certificate dated as
of the Closing Date and executed by both of them confirming that all
information about the Company that has been provided to the Purchaser and
its representatives by the Vendors or the Company for the purposes of
preparing and which is contained in any confidential
<PAGE>
offering memorandum used in connection with the Private Placement did
not and does not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in
order to make the information contained therein respecting the Company
not misleading.
5. Auditors independent of the Company shall have confirmed to the Purchaser
in writing that the Company Financial Statements (as defined in paragraph
G.2) can be prepared and audited as described in and within the requisite
time period referred to in that paragraph.
6. The Company and the Purchaser shall have obtained all necessary regulatory
and shareholder approvals to the transactions contemplated under this
agreement and to the carrying on by the Purchaser of the business of the
Company.
7. All of the documents required to be delivered by the Company on closing
shall have been delivered.
(b) DELIVERIES ON CLOSING
On closing:
1. the Vendors and the Company shall deliver to the Purchaser:
(a) certificates representing the Shares duly endorsed in blank for
transfer with the Vendor's respective signatures properly
guaranteed or with a duly executed and guaranteed stock power of
attorney;
(b) a certificate representing the Shares duly registered in the
Purchaser's name and evidence that the Purchaser has been registered
as the sole shareholder of the Company;
(c) opinion of counsel to the Company in form and substance satisfactory
to the Purchaser;
(d) the Vendors' Investment Representation Letters attached as Schedule
"E" hereto; and
(e) certificates of the Vendors and of the President of the Company,
dated as of the Closing Date, confirming that the representations
and warranties contained in parts A and B are correct as of that
date.
2. the Purchaser shall deliver to the Vendors:
(a) certificates representing the common shares of the Purchaser to be
issued in satisfaction of the purchase price endorsed with the
legend set out in paragraph (g) of Schedule "E";
<PAGE>
(b) resignations of Brian E. Bayley, A. Murray Sinclair and Jennine M.
Ballard as directors of the Purchaser and evidence of the appointment
of Peter Bradshaw, Julie Bradshaw and Sunny Hirai as directors of
the Purchaser;
(c) opinion of counsel to the Purchaser in form and substance
satisfactory to the Vendors;
(d) all the books, records and documents of the Purchaser in the
possession or under the control or direction of Quest Management
Corp.;
(e) notices in the form contemplated by BOR #95/17 of the British Columbia
Securities Commission so that the certificates representing the shares
of the Purchaser do not need to be endorsed with any legends under the
SECURITIES ACT (British Columbia); and
(f) a certificate of the Purchaser, dated as of the Closing Date,
confirming that the representations and warranties contained in
part C are correct as of that date.
G. POST-CLOSING TRANSACTIONS
Immediately after the Closing Date and on or before the filing deadlines
therefore the Company and Purchaser shall file with all securities regulatory
authorities having jurisdiction:
1. duly completed and executed Form 20s with the British Columbia and
Ontario Securities Commissions disclosing the issuance to the Vendors
of the common shares of the Purchaser;
2. a duly completed and executed Current Report on Form 8-K with the SEC
containing the information required by Item 2 thereof and the historical
audited and unaudited financial statements of the Company as required by
Item 7(a) thereof (collectively, the "Financial Statements") and the
PRO FORMA financial statements of the Company and Purchaser as required
by Item 7(b) thereof. The Financial Statements (including the notes
thereto) shall be prepared in accordance with United States generally
accepted accounting principles applied on a consistent basis throughout
the periods covered thereby, present fairly the financial condition of
the Company as of such dates and the results of operations of the Company
for such periods and be consistent with the books and records of the
Company. The auditors who report on the Financial Statements shall be
independent public accountants with respect to the Company and their
reports shall conform with the requirements of the Securities Act and
the regulations thereunder; and
3. such other documents, reports and filings as may be necessary to comply
with applicable securities legislation.
For a period of one year after the Closing Date the Company and the Purchaser
shall not repay, directly or indirectly, their shareholders, directors or
officers any indebtedness incurred to them during the period July 1, 1998 to the
Closing Date other than travel and entertainment expenses incurred by them on
behalf of the Company in the ordinary course of the Business. The
<PAGE>
Purchaser and the Company shall repay and the Vendors shall cause them to
repay all indebtedness incurred to Quest Management Corp. and Quest Ventures
Ltd. in accordance with paragraph C.18 of this agreement.
H. MISCELLANEOUS
This agreement contains the whole agreement between the parties hereto and
there are no warranties, representations, terms, conditions or collateral
agreements expressed, implied or statutory. The parties agree to do such
further acts and things as may be necessary to give effect to the foregoing.
This agreement may be signed in one or more counterparts which shall together
comprise one and the same document. This agreement may also be delivered by
telecopier which delivery shall be deemed to be valid and sufficient.
If the foregoing correctly reflects our agreement please sign below where
indicated,
Yours truly,
KINETIC VENTURES LTD.
Per:
/s/ Brian E. Bayley
- ------------------------------
Brian E. Bayley,
President
AGREED AND ACCEPTED 284085 B.C. LTD.
NORTHFIELD CAPITAL
CORPORATION
per: per:
/s/ Robert Codney /s/ Peter Bradshaw
- ------------------------------ ------------------------------
Signature Signature
Robert Codney, President Peter Bradshaw, President
- ------------------------------ ------------------------------
Name Position Name Position
October 23, 1998 October 23, 1998
- ------------------------------ ------------------------------
Date Date
ISIVE COMMUNICATIONS, INC.
per:
/s/ Sunny Hirai
- ------------------------------
Signature
Sunny Hirai, COO
- ------------------------------
Name Position
Oct. 30, 1998
- ------------------------------
Date
<PAGE>
KINETIC VENTURES LTD.
SUITE 850, 1095 WEST PENDER STREET
VANCOUVER, B.C.
V6E 2M6
November 18, 1998
NORTHFIELD CAPITAL 284085 B.C. LTD.
CORPORATION Suite 390, 1122 Mainland Street
Suite 1100, 350 Bay Street Vancouver, B.C.
Toronto, Ontario V6B 5L1
M5H 2S6
(collectively the "Vendors")
I5IVE COMMUNICATIONS INC.
Suite 390, 1122 Mainland Street
Vancouver, B.C.
V6B 5L1
Dear Sirs:
RE: PURCHASE OF SHARES OF I5IVE COMMUNICATIONS INC. (THE "COMPANY")
When signed by each of the Vendors and the Company this letter will evidence the
amendment to that agreement dated October 9, 1998 and accepted effective October
30, 1998 (the "Share Purchase Agreement") with us (the "Purchaser") in respect
of the acquisition by the Purchaser of all of the shares of the Company (the
"Shares") from the Vendors. Capitalized terms in this agreement shall have the
same meaning as in the Share Purchase Agreement.
For valuable consideration paid by each party to the other, the receipt of which
is hereby acknowledged, the Share Purchase Agreement is amended as follows:
1. Section D of the Share Purchase Agreement is deleted and replaced with the
following:
"D. WORKING CAPITAL LOAN
Upon the execution and delivery of this agreement by the Vendors and
the Company, the Purchaser shall advance to the Company the sum of
Cdn$ 100,000 as an interest free loan to be used for working capital
in the Company's business (the "Loan"). The Loan shall only be used to
finance the Business in the ordinary course and shall not be used to
repay any outstanding non-arms length indebtedness of the Company or
pay any dividends,
<PAGE>
-2-
bonuses or payouts. The Loan shall be repayable on demand without interest
if (i) it is not used for the foregoing purposes; or (ii) the acquisition
of the Shares by the Purchaser from the Vendors does not close on or
before January 29, 1999. If (i) occurs the Company shall repay the Loan in
cash and if (ii) occurs the Purchaser, at its option, may require the
Company to repay the Loan in cash or to issue to or as directed by the
Purchaser that number of common shares of the Company equal to 3% of the
common shares of the Company then outstanding on a fully diluted basis
for an aggregate purchase price of Cdn$ 100,000."
The Company acknowledges receipt of the Loan and delivers to the Purchaser
herewith a promissory note evidencing such indebtedness.
2. The first part of paragraph (a) of section F of the Share Purchase
Agreement respecting the conditions precedent for the Vendors to close is
amended as follows:
(a) The Purchaser does not need to have completed the Private Placement
referred to in paragraph F(a)(2) prior to closing; and
(b) Quotations for the Purchaser's common stock do not need to have
appeared on the OTC bulletin board for at least the five consecutive
trading days before the Closing Date as referred to in paragraph F(a)(9).
3. If the acquisition of the Shares does not complete by January 29, 1999 the
Purchaser shall forthwith change its name to one which does not contain the
words "Suite 101.com" and which does not indicate or imply an association
with the Company or Business;
4. Notwithstanding the provisions of section B.34 and the second paragraph 2
of part F(a) of the Share Purchase Agreement the parties acknowledge that
as at June 30, 1998 the accounts payable of the Company as shown on the
June 30, 1998 balance sheet included not more than Cdn$ 70,000 of
liabilities owed by the Company to one or more of the shareholders and
their affiliates and that these accounts payable are to be repaid in the
normal course and are not included in the Cdn$ 717,702 which is to forgiven
or converted into shares of the Company prior to closing; and
5. The closing shall take place on December 8, 1998 or as soon as possible
thereafter.
Except as amended hereby the Share Purchase Agreement shall continue in full
force and effect. This agreement may be signed in one or more counterparts which
shall together comprise one and the same document. This agreement may also be
delivered by telecopier which delivery shall be deemed to be valid and
sufficient.
<PAGE>
-3-
If the foregoing correctly reflects our agreement please sign below where
indicated.
Yours truly,
KINETIC VENTURES LTD.
Per:
Brian E. Bayley,
President
AGREED AND ACCEPTED
NORTHFIELD CAPITAL CORPORATION 284085 B.C. LTD.
per: per:
Signature Signature
Name Position Name Position
Date Date
I5IVE COMMUNICATIONS INC.
per:
Signature
Name Position
Date
<PAGE>
KINETIC VENTURES LTD.
850 - 1095 WEST PENDER STREET
VANCOUVER, B.C. V6E 2M6
December 1, 1998
NORTHFIELD CAPITAL CORPORATION
Suite 1100, 350 Bay Street
Toronto, Ontario M5H 2S6
284085 B.C. LTD.
Suite 390, 1122 Mainland Street
Vancouver, B.C. V6B 5L1
I5IVE COMMUNICATIONS INC.
Suite 390, 1122 Mainland Street
Vancouver, B.C. V6B 5L1
Dear Sirs:
RE: PURCHASE OF SHARES OF I5IVE COMMUNICATIONS INC. (THE "COMPANY")
Kinetic Ventures Ltd. hereby agrees that notwithstanding the provisions of the
last paragraph contained under the heading "G. Post Closing Transactions" in
the Share Purchase Agreement dated October 9, 1998, as amended, among Kinetic
Ventures Ltd., Northfield Capital Corporation, 284085 B.C. Ltd. and i5ive
communications inc. the indebtedness owing to the Company's shareholders,
directors and officers referred to in such paragraph may be repaid in the normal
course.
KINETIC VENTURES LTD.
Per: _____________________________
Signature
_____________________________
Name Position
<PAGE>
KINETIC VENTURES LTD.850 - 1095 WEST PENDER STREET VANCOUVER, B.C. V6E 2M6
December 3, 1998
NORTHFIELD CAPITAL CORPORATION 284085 B.C. LTD.
Suite 1100, 350 Bay Street Suite 390, 1122 Mainland Street
Toronto, Ontario M5H 2S6 Vancouver, B.C. V6B 5L1
I5IVE COMMUNICATIONS INC.
Suite 390, 1122 Mainland Street
Vancouver, B.C. V6B 5L1
Dear Sirs:
RE: PURCHASE OF SHARES OF I5IVE COMMUNICATIONS INC.("I5IVE") BY KINETIC
VENTURES LTD. (THE "PURCHASER") PURSUANT TO THAT SHARE PURCHASE AGREEMENT
DATED OCTOBER 9, 1998, AS AMENDED, (THE "AGREEMENT") AMONG KINETIC VENTURES
LTD., NORTHFIELD CAPITAL CORPORATION, 284085 B.C. LTD. AND I5IVE
COMMUNICATIONS INC.
The Purchaser hereby acknowledges that:
1. notwithstanding the provisions of paragraph B. 3 of the Agreement i5ive has
or, prior to closing, will have granted options to purchase 70,202 Class A
common shares in its capital at a price of US$ 7.12 per share and:
(a) consents thereto pursuant to paragraph B. 4 of the Agreement: and
(b) agrees it will assume such options and issue, in their place, stock
options to purchase shares of the Purchaser's common stock on the
basis of an option to purchase one share of i5ive being equivalent to
an option to purchase 4.745 shares of the Purchaser at an exercise
price of US$ 1.50 per share.
2. paragraphs A. 3 and B. 2 of the Agreement regarding the representations and
warranties share capital are amended to reflect that the authorized capital
of i5ive now consists of 90,000,000 Class A common shares and 10,000,000
Class B common shares of which 717,803 Class A shares and no Class B shares
are issued and outstanding and that Northfield Capital Corporation now owns
415,018 Class A shares and 284085 B.C. Ltd now owns 302,785 Class A shares.
KINETIC VENTURES LTD.
Per: _____________________________ Authorized Signature
