CORNERSTONE INTERNET SOLUTIONS CO /DE/
8-K, 2000-03-02
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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):   March 1,2000
                                                 -------------------------------

                     Cornerstone Internet Solutions Company
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    Delaware                        1-13360              22-3272662
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission          (IRS Employer
     of incorporation)            File Number)      Identification No.)


                584 Broadway, Suite 509, New York, New York 10012
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code: (212) 343-3920


                                       N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)



<PAGE>

Item 5.           Other Events.
- -------           -------------

                  On March 1, 2000. Cornerstone Internet Solutions Company (the
"Company") announced that its subsidiary B2BGalaxy.com Inc. ("B2B") has raised
more than $14,000,000 of privately-placed equity financing. B2B anticipates
raising a total of $15,000,000 in the private offering.

                  A copy of the press release announcing the foregoing is being
filed as an exhibit to this Form 8-K.

                  The Company is also negotiating with a nationally recognized
investment banking firm to serve as the Company's exclusive financial advisor
for a period of 12 months.

                  This Form 8-K contains 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. Actual results could
differ materially from those projected in the forward-looking statements. In
light of significant uncertainties inherent in 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.

Item 7.           Financial Statements, Pro Forma Financial Information and
                  ---------------------------------------------------------
                  Exhibits
                  --------

                  Exhibit 99.1 - Press Release dated March 1, 2000.


<PAGE>


                                    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.


                                          CORNERSTONE INTERNET SOLUTIONS COMPANY



Dated: March 2, 2000                      By: /s/ Andrew Gyenes
                                              ----------------------------------
                                          Name:  Andrew Gyenes
                                          Title: Chairman of the Board of
                                                 Directors



Contacts:
Investor Relations:
Ken Gruber - EVP/CFO
Corey Cutler/Peter Molineaux
Cornerstone Internet Solutions
Morgen-Walke Associates, Inc.
973-503-5617
212-850-5600
[email protected]

Media:

Eileen King/Heather Fox

Morgen-Walke Associates, Inc.

212-850-5600
CORNERSTONE'S B2BGALAXY.COM RAISES ADDITIONAL FUNDS New York, NY - March 1, 2000
- - Cornerstone Internet Solutions (Nasdaq: CNRS), a provider of comprehensive
business-to-business services and solutions, today announced that its
B2Bgalaxy.com subsidiary has raised more than $14,000,000 of privately-placed
equity financing. B2Bgalaxy.com anticipates raising a total of $15,000,000 in
the private offering, which represents a $5 million increase from the $10
million in gross proceeds that the company had expected to raise. Participants
in this oversubscribed round of financing included B2Bgalaxy.com shareholders,
new investors, directors and members of management. The company plans to use the
net proceeds of the offering primarily for the national rollout of
B2Bgalaxy.com's first e-commerce marketplace, FOODgalaxy.com, and the further
development of its suite of PowerProducts to address all areas of the
business-to-business procurement process. FOODgalaxy.com's e-commerce
marketplace is focused on the food service industry. It links food service
establishments and their suppliers through on-line exchanges for the procurement
of mission-critical foods and supplies.

The securities offered will not be registered under the securities act of 1933,
as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

This news release, particularly those describing Cornerstone's, FOODgalaxy.com's
and B2Bgalaxy.com's future business prospects, contain 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.
Actual results could differ materially from those projected in the
forward-looking statements as a result of a number of factors, including
difficulties in implementing desired features, delays in completing the
B2Bgalaxy and various industry specific web sites, including FOODgalaxy.com,
technical challenges, cost overruns, changes in

269136.1
                                                        -1-

<PAGE>


design, competition, and so on, any of which could have an adverse effect on the
Company and B2Bgalaxy.com and its communities, including FOODgalaxy.com. Factors
such as these could have an adverse effect on the Company's results of
operations. In light of significant uncertainties inherent in 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.

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