SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 19, 1998
Enteractive, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13360 22-3272662
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
110 West 40th Street, Suite 2100, New York, New York 10018
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(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 221-6559
N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On February 19, 1998, Enteractive, Inc. (the "Company") completed a
private placement of $2,000,000 of newly issued Series B Convertible Preferred
Stock, $.01 par value. The Company issued a press release relating to the
private placement which is attached hereto as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press release relating to private placement.
99.2 Pro forma balance sheet of the Company as of January 31, 1998 to
reflect the receipt of the proceeds from the private placement.
Such pro forma balance sheet is unaudited and is based on
information from the books and records of the Company and certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles or in accordance with the
instructions to Form 10-QSB have been omitted. The proceeds from
the private placement will be reflected in the balance sheet to be
included in the Company's Form 10-QSB for the fiscal quarter ended
February 28, 1998.
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SIGNATURE
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.
ENTERACTIVE, INC.
Dated: February 20, 1998 By: /s/ Kenneth Gruber
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Name: Kenneth Gruber
Title: Chief Financial Officer
and Secretary
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FOR IMMEDIATE RELEASE
CONTACT
Ken Gruber
Chief Financial Officer
212-768-7100 Ext. 219
212-768-3838 Fax
[email protected] E-Mail
Enteractive, Inc. Completes Private Placement
NEW YORK, Feb. 19 /PRNewswire/ -- Enteractive, Inc. (Nasdaq: ENTR) "the
Company"), who through its wholly owned subsidiary operates USWeb Cornerstone,
an affiliate of USWeb (NASDAQ:USWB), today announced the closing of a $2,000,000
private placement. The investors in the Company's newly issued Series B par
value $.01 Convertible Preferred Stock (Preferred Stock) included additional
investments from existing investors - Applewood Associates, Dalewood Associates
and Woodland Partners.
Ed Schroeder President and Chief Executive Officer of Enteractive, Inc. said,
"We're delighted with the expanded support from our investors. Their confidence
in our capabilities parallels our most recent experience with major customers
who have awarded us follow on engagements. The funds will be used to expand the
Company's development and sales capacity and for working capital."
The Series B Preferred Stock, with a stated value of $1,000 per share, is
entitled to vote on all matters submitted to holders of the Company's common
stock, pays no dividends and is not redeemable.
The conversion rights for the Preferred Stock are: if after February 19, 1998
and on or before March 1, 1999 the Company has a private placement or public
offering of common stock where the gross proceeds to the Company are in excess
of $2,000,000 (the financing) all of the Preferred Stock shall automatically
convert into shares of the Company's common stock equal to the aggregate stated
value of the Preferred Stock ($2,000,000) divided by the greater of (a) 90% of
the per share offering price of the financing or (b) $1.00 Subsequent to March
1, 1999 the Preferred Stock is convertible into shares of common stock equal to
the aggregate stated value of preferred shares to be converted divided by $1.00.
The maximum number of common shares issuable upon conversion of preferred stock
is 2,000,000.
Enteractive, Inc. which through a wholly owned subsidiary operates USWeb
Cornerstone, an affiliate of USWeb (NASDAQ:USWB), a national Internet
professional services firm helping clients develop Internet strategies and
improved business processes using Internet-based technologies. USWeb offices
nationwide provide clients with business strategy consulting, needs analysis,
architecture planning, design, development, access, hosting, site marketing,
professional education and Internet certification services. The network of USWeb
affiliates works with a diverse range of clients, from Fortune 500 corporations
to hundreds of medium and large-size organizations. USWeb Cornerstone
specializes in media asset management, financial management, database
integration, information servers, document management, and corporate
communications. USWeb Cornerstone is headquartered in New York City with
marketing representation in Connecticut, Long Island, New Jersey, Philadelphia
and Baltimore. Visit www.crstone.com or call (212) 768-7100 for company news and
information.
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This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, the ability of the Company to develop its products and generate
revenues from providing Internet and Intranet solutions to businesses. Although
the Company believes that the assumptions underlying the forward-looking
statements contained herein are reasonable, any of the assumptions could be
inaccurate, and therefore, there can be no assurance that the forward-looking
statements included in this press release will prove to be accurate. In light of
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
Enteractive, Inc.
Proforma Consolidated Balance Sheet
January 31, 1998
<TABLE>
<CAPTION>
Proforma
Jan. 31 Proforma Jan.31
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1998 Adjustments 1998
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ASSETS (unaudited)
Current Assets
<S> <C> <C> <C>
Cash and Cash Equivalents 579,000 2,000,000 (1) 2,579,000
Accounts Receivable, net 244,600 244,600
Assets held for Sale 16,900 16,900
Prepaid Expenses and other 186,200 186,200
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Total current assets 1,026,700 2,000,000 3,026,700
Affiliation Rights 552,100 552,100
Property & Equipment 539,100 539,100
Other 161,100 161,100
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Total Assets $ 2,279,000 2,000,000 4,279,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 440,300 440,300
Accrued restructuring 297,200 297,200
Accrued payroll and related expenses 95,800 95,800
Other accrued expenses 407,200 407,200
Current Maturities of Long-term debt 128,500 128,500
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Total current liabilities 1,369,000 1,369,000
Long-term debt, excluding current maturities 148,800 148,800
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Total liabilities 1,517,800 1,517,800
Stockholders' Equity
Preferred Stock, $.01 par value:
2,000,000 shares authorized; 6,720 and no
Class A 6,720 shares issued and outstanding at
January 31, 1998 100 100
Class B 2,000 shares to be issued 100 (1) 100
Common Stock, $.01 par value, 50,000,000
shares authorized; 8,019,555 issued and
outstanding at January 31, 1998 77,700 14,000 (2) 91,700
Additional Paid in Capital 28,253,600 1,999,900 (1)
(14,000) (2) 30,239,500
Accumulated Deficit (27,570,200) (27,570,200)
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Total Stockholders' equity 761,200 2,000,000 2,761,200
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Total Liabilities and Stockholders' equity 2,279,000 2,000,000 4,279,000
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</TABLE>
Proforma Adjustments:
(1) Private placement completed February 20, 1998
(2) 1,397,321 common shares issued in connection with warrant exchange completed
on February 6, 1998
Note:
The January balance sheet has been prepared by management directly from the
Comapny's general ledger without audit and without the rigor applied to the
Companies quarterly financial statements. The balance sheet includes normal
recurring entries. They should be read in conjuncition with the Company's
finanical statements and related notes in the May 31, 1997 Annual Report on Form
10-KSB.
