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 4, 1999
TELEHUBLINK CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-25002 59-3200879
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
24 NEW ENGLAND EXECUTIVE PARK, BURLINGTON, MA 01803
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 342-1931
WHAT A WORLD!, INC.
P.O. BOX 20125
TAMPA, FLORIDA 33622
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Former name or former address, if changed since last report
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ITEM 2. ACQUISITION OF ASSETS.
On February 4, 1999, TeleHubLink Corporation (formerly known as What A
World!, Inc.), a Delaware corporation (the "Registrant"), acquired all of the
issued and outstanding capital stock of Tele Hub Link Corporation ("TeleHub"), a
privately-held company organized under the laws of the Province of Ontario,
Canada that is engaged in the business of providing telemarketing services.
Pursuant to a Share Purchase Agreement dated as of December 21, 1998 and amended
as of January 11, 1999 (the "Share Purchase Agreement") between the Registrant,
TeleHub and the shareholders of TeleHub (the "TeleHub Shareholders"), the
Registrant acquired from the TeleHub Shareholders all of the issued and
outstanding capital stock of TeleHub in exchange for an aggregate of 13,011,339
shares (the "Shares") of common stock, par value $.01 per share ("Common
Stock"), of the Registrant (or 3.9252318 shares of the Registrant's Common Stock
for each share of TeleHub common stock) and, as a result thereof, TeleHub became
a wholly-owned subsidiary of the Registrant (the "Transaction"). In connection
with the Transaction, the Registrant filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-4, as amended
(Registration No. 333-69435), pursuant to which the Registrant registered under
the Securities Act of 1933, as amended, the issuance of the Shares to the
TeleHub Shareholders. The Registrant Statement was declared effective by the
Commission on January 19, 1999. In addition, in connection with the Transaction,
the Registrant amended its Certificate of Incorporation in order to change its
name from What A World!, Inc. to TeleHubLink Corporation.
The source of the consideration paid in the Transaction was authorized
but unissued shares of Common Stock of the Registrant. The amount of
consideration paid by the Registrant in connection with the Transaction was
determined by arm's-length negotiations.
The description of the Share Purchase Agreement described above is
qualified in its entirety by reference to the full text of such Agreement, which
is included as an exhibit hereto and is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED.
It is impracticable to provide the required financial statements of
TeleHub at this time. The required financial statements will be filed under
cover of Form 8-K/A within 60 days of the date this Form 8-K was required to be
filed.
(b) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to provide the required pro forma financial
information at this time. The required pro forma financial information will be
filed under cover of Form 8-K/A within 60 days of the date this Form 8-K was
required to be filed.
(c) EXHIBITS.
Exhibit 1 - Share Purchase Agreement, dated as of December 21, 1998
and amended as of January 11, 1999, among the Registrant, Tele Hub
Link Corporation and the shareholders of Tele Hub Link Corporation
(incorporated by reference to Exhibits 10.1 and 10.1(a) to the
Registrant's Registration Statement on Form S-4 (Registration No.
333-69435)).
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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 thereunto duly authorized.
Dated: February 19, 1999
TELEHUBLINK CORPORATION
By /s/ BRUCE W. YOUNG
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Bruce W. Young
President
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