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
April 24, 2000
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(Date of earliest event reported)
SWWT, Inc.
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(Exact name of Registrant as specified in its charter
Delaware 0-25942 84-1167603
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
3492 W. 109TH Circle, Westminster, CO 80030
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(Address of principal executive offices) (zip code)
(303) 460-8017
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last
report)
Item 1. Changes in Control of Registrant &
Item 2. Acquisition or Disposition of Assets
On April 14, 2000, SWWT, Inc. (the "Company") and its wholly owned
subsidiary, ENWC Acquisition, Inc., a Delaware corporation ("ENWC"),
entered into a merger agreement (the "Merger Agreement") with E-Newco,
Inc., a Delaware corporation ("E-Newco"), which is listed as Exhibit 2.1
and is incorporated herein by reference. After the completion of all of the
closing conditions contemplated by the Merger Agreement, on April 24, 2000,
the Company announced in a press release attached as Exhibit 99.1 and
incorporated by reference herein that E- Newco merged with ENWC (the
"Merger") and became a wholly owned subsidiary of the Company.
In accordance with the terms of the Merger Agreement, the Company
issued 757,772 shares of its convertible preferred stock, par value $0.001
per share (the "Series B Preferred Stock"), to the stockholders of E-Newco
in exchange for their shares of E-Newco common stock. Under the terms of
the certificate of designations of the Series B Preferred Stock, which is
listed as Exhibit 3.1 and is incorporated herein by reference, the Series B
Preferred Stock will automatically convert into an aggregate of 75,777,162
shares of Common Stock following the approval by the stockholders of the
Company of the requisite increase to the amount of authorized Common Stock
and the receipt by the Company of additional equity financing of at least
$15.0 million. The holders of the Series B Preferred Stock issued in
connection with the Merger will vote with the holders of the Common Stock
on an as converted basis and possess approximately 95.5% of the voting
power outstanding after the Merger. As of the completion of the Merger,
without giving effect to the receipt of the additional equity financing,
the Company has outstanding approximately 79,347,851 shares of Common
Stock, on an as converted and fully diluted basis, of which the pre- merger
stockholders of E-Newco own approximately 95.5%.
If the Company does not receive additional equity financing of at
least $15.0 million within 180 days of the consummation of the Merger, the
holders of the Common Stock may elect to cause the Company to redeem the
outstanding shares of Series B Preferred Stock at a redemption price equal
to a pro-rata portion of the Company's cash balance, if any, at the date of
redemption. In addition, the Company has paid a one-time cash dividend to
its pre-Merger stockholders in an amount equal to seven hundred forty
thousand six hundred and thirty five dollars ($740,635). The dividend
payment consisted of the cash on the Company's balance sheet immediately
prior to the consummation of the Merger less expenses related to the Merger
and the settlement of certain claims made in connection with the Sale (as
defined below).
In connection with the transactions contemplated by the Merger
Agreement, Clarke H. Bailey, Thomas Barnds and Thomas A. Barron resigned as
members of the board of directors of the Company, and Jon Diamond, Walter
Carroza and Anthony Scaramucci became members of the board. In addition,
Mr. Diamond became the President and Chief Executive Officer of the
Company.
The Company expects that its stockholders will act by written consent
to, among other things, change the name of the Company, increase the
authorized capital stock of the Company, make certain other modifications
to the certificate of incorporation and by- laws of the Company, make
changes to the composition of the board of directors of the Company, adopt
a stock incentive plan and change the Company's certifying accountants.
Item 7: Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) & (b) The required financial statements are not included in this
report and will be filed on Form 8- K/A as soon as practicable, but in any
event within sixty (60) days after the Current Report on Form 8-K is
required to be filed
(c) Exhibits
*2.1 Agreement and Plan of Merger, dated as of
April 14, 2000 among E-Newco, Inc., a
Delaware corporation, SWWT, Inc., a
Delaware corporation, and ENWC
Acquisition, Inc., a Delaware corporation
and wholly owned subsidiary of SWWT, Inc.
*3.1 Certificate of Designations of Series B Preferred Stock,
par value $.001 per share, of SWWT, Inc.
99.1 News Release, dated April 26, 2000.
* Incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SWWT, INC.
/s/ JON V. DIAMOND
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Name: Jon V. Diamond
Title: President
Dated: May 5, 2000
EXHIBIT 99.1
COMPANY PRESS RELEASE
SWWT, Inc. Announced Today That Its Wholly Owned
Subsidiary ENWC Acquisition Inc. Had Consummated Its
Previously Announced Merger With E-Newco, Inc.
NEW YORK--April 26, 2000--Pursuant to the terms of a merger agreement,
E-Newco became a wholly owned subsidiary of SWWT (OTCBB: SWWT) and the
outstanding shares of E-Newco were converted into the right to receive an
aggregate of 757,778 shares of convertible preferred stock of SWWT. The
convertible preferred stock of SWWT will automatically convert into an
aggregate of 75,777,162 shares of common stock of SWWT following the
approval by the stockholders of SWWT of the requisite increase to the
amount of authorized common stock of the company and the receipt by SWWT of
additional equity financing of at least $15.0 million. The holders of the
convertible preferred stock of SWWT will vote with the holders of the
common stock of SWWT on an as converted basis and will possess
approximately 95.5% of the voting power outstanding after the closing.
Without giving effect to the receipt of the additional equity financing,
SWWT has outstanding approximately 79.3 million shares of common stock, on
an as converted and fully diluted basis, of which the former stockholders
of E-Newco own approximately 95.5%.
If SWWT does not receive additional equity financing of at least $15.0
million by October 21, 2000, the holders of the common stock of SWWT may
elect to cause SWWT to redeem the outstanding shares of convertible
preferred stock at a redemption price equal to a pro-rata portion of SWWT's
cash balance, if any, at the date of redemption.
In connection with the closing of the transactions described above, Clarke
H. Bailey, Thomas Barnds and Thomas A. Barron resigned as members of the
board of directors of SWWT, and Jon Diamond, Walter Carozza and Anthony
Scaramucci became members of the board. In addition, Mr. Diamond became the
Chairman and Chief Executive Officer of SWWT.
In addition, SWWT has declared a one-time cash dividend to its
pre-transaction stockholders of record on April 13, 2000 in an amount equal
to $740,635. The dividend payment, which is expected to be made on or prior
to May 15, 2000, consists of the cash on the Company's balance sheet
immediately prior to the consummation of the transactions described above
less expenses related to the merger and the settlement of certain
outstanding claims.
E-Newco is a company founded by Jon Diamond to form an Internet holding
company that will fund early-stage Internet properties and acquire existing
companies focused on media, music, entertainment, and consumer
applications. SWWT plans to pursue a strategy of building a community of
Internet companies in various related fields. The company will provide
operational, infrastructure, and capital support, access to strategic
partnerships, and brand expertise to a family of Internet companies. The
company will be renamed at a later date.
Statements in this press release, other than statements of historical
information, are forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that forward-looking statements are
inherently uncertain. Actual performance and results may differ materially
from the projected or suggested herein due to certain risks and
uncertainties including, without limitation, the risks associated with the
ability to consummate the transactions set forth above, management of
growth, and competition, as well as operating risks. Those and other risks
are described in SWWT's filings made with the Securities and Exchange
Commission (SEC) over the last 12 months, copies of which are available
from the SEC or may be obtained upon request from SWWT.
