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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): April 12, 1999
SUITE 101.COM, INC
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(Exact name of the Registrant as specified in its charter)
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<S> <C> <C>
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
Delaware 0-25136 33-0464753
</TABLE>
1122 Mainland Street - Suite 390 - Vancouver, British Columbia, Canada V6B 5L1
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(Address of the Registrant's principal executive offices) (Zip Code)
(604) 682-1400
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Registrant's telephone number, including area code:
None.
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On April 12, 1999, the Registrant completed the sale of 1,000,000 units
(the "Units") of securities, each Unit consisting of two shares of Common Stock,
par value $0.001 per share, and one warrant to purchase one share of Common
Stock. The Units were sold at a price of (US) $5.00 per Unit. Each warrant
included in the Units is exercisable at a price of (US) $4.50 per share, subject
to anti-dilution adjustment, through February 29, 1999. At any time after the
shares of Common Stock issuable on exercise of the warrants have been registered
under the Securities Act of 1933, as amended (the "Securities Act") and provided
that the average of the high bid and low asked prices for the Registrant's
Common Stock, as quoted in the OTC Bulletin Board, equals or exceeds (US) $5.00
per share for 20 consecutive trading days ending on the third business day prior
thereto, the Registrant may at its option redeem the warrants at a price of (US)
$0.01 per warrant.
The Units and the securities included in the Units were offered and
sold in reliance upon the exemption from the registration requirements of the
Securities Act afforded by Section 4(2) thereof and by Regulation D adopted
under the Securities Act. The Units were sold to persons who represented that
they are "accredited investors" as defined under Regulation D and that they were
purchasing the securities for investment and not for distribution.
The Registrant received gross proceeds of $5.0 million from the sale
of the Units before deducting cash commissions of approximately $300,000. The
net proceeds are intended to be used for marketing and advertising, member
service enhancements, working capital and general corporate purposes and to
repay loans. In addition to cash commissions, the Registrant agreed to issue
three-year warrants exercisable at $5.50 per share to purchase an aggregate
of approximately 65,000 shares as compensation in connection with the
offering.
The Registrant has agreed to file a registration statement under the
Securities Act within 90 days after the expiration of the offering to register
the Common Stock included in the Units and issuable on exercise of the warrants.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits:
99.1 Press release dated March 31, 1999.
99.2 Press release dated April 9, 1999.
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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.
SUITE 101.COM, INC.
By: /s/ PETER L. BRADSHAW
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Peter L. Bradshaw, President
Date: April 26, 1999
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SUITE101.COM
Real People Helping Real People.
FOR IMMEDIATE RELEASE
NEWS RELEASE
SUITE101.COM, INC. ACCEPTS SUBSCRIPTIONS TO (US)$2.5 MILLION OF
SECURITIES
Vancouver, British Columbia, March 31, 1999 - Suite101.com, Inc. (OTC BB: BOWG)
announces that to date it has received and accepted subscriptions for (US) $2.5
million units at price of (US) $5.00 per unit. Each unit consists of two shares
and one warrant, with each warrant entitling the holder to purchase an
additional share at a price of (US) $4.50 per share until February 29, 2000. The
subscription proceeds received to date represent the minimum subscription
proceeds necessary to complete the offering. The maximum offering will be for up
to (US) $5,000,000. Additional subscriptions will continue to be accepted
through to April 12, 1999 following which the offering will close. The purpose
of the offering is to provide funds to further the development of the Company's
business plans and provide working capital. The securities have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements.
CONTACT:
Nancy McLeod
Investor Relations
Suite101.com
Tel: 604-682-1400
Fax: 604-682-3277
[email protected]
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SUITE101.COM
Real People Helping Real People.
FOR IMMEDIATE RELEASE
NEWS RELEASE
SUITE101.COM, INC. ACCEPTS SUBSCRIPTIONS TO (US)$5.0 MILLION OF
SECURITIES
Vancouver, British Columbia, April 9, 1999 - Suite101.com, Inc. (OTC BB: BOWG)
announced today that it has received and accepted subscriptions for (US) $5.0
million of securities sold in units at price of (US) $5.00 per unit. Each unit
consists of two shares and one warrant, with each warrant entitling the holder
to purchase an additional share at a price of (US) $4.50 per share until
February 29, 2000. The subscription proceeds received reflect the sale of all of
the securities offered in the Company's recent private placement. The purpose of
the offering is to provide funds to further the development of the Company's
business plans and provide working capital. The securities have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements.
CONTACT:
Nancy McLeod
Investor Relations
Suite101.com
Tel: 604-682-1400
Fax: 604-682-3277
[email protected]
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