<PAGE> 1
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 7, 2000
WSi INTERACTIVE CORPORATION
(Exact name of registrant as specified in its charter)
BRITISH COLUMBIA, CANADA O-25860
---------------------------- ------------------------ ------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
Suite 200 - 1200 West Pender Street, Vancouver, BC V6E 2S9
- -------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 604-681-8589
-----------------
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Exhibit Index is on page 3
Page 1 of 21
<PAGE> 2
ITEM 5. OTHER EVENTS.
Pursuant to Form 8-K, General Instructions F, registrant hereby incorporates by
reference the press release attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
Exhibit No. Description
----------- -----------
Exhibit 99.1 WSi INTERACTIVE CORPORATION. Press Release
dated April 7, 2000.
Exhibit 99.2 WSi INTERACTIVE CORPORATION. Material Change
Report dated April 7, 2000.
Exhibit 99.3 WSi INTERACTIVE CORPORATION. Press Release
dated April 11, 2000.
Exhibit 99.4 WSi INTERACTIVE CORPORATION. Material Change
Report dated April 11, 2000.
Exhibit 99.5 WSi INTERACTIVE CORPORATION. Press Release
dated April 25, 2000.
Exhibit 99.6 WSi INTERACTIVE CORPORATION. Material Change
Report dated April 25, 2000.
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.
Dated: April 28, 2000.
WSi INTERACTIVE CORPORATION
By: /s/ JAMES L. HARRIS
__________________________________
Name: James L. Harris
Title: Secretary
<PAGE> 3
EXHIBIT INDEX
Sequential
Number Exhibit Page Number
Exhibit 99.1 WSi INTERACTIVE CORPORATION 4
Press Release dated April 7, 2000
Exhibit 99.2 WSi INTERACTIVE CORPORATION. 7
Material Change Report dated April 7, 2000.
Exhibit 99.3 WSi INTERACTIVE CORPORATION. 10
Press Release dated April 11, 2000.
Exhibit 99.4 WSi INTERACTIVE CORPORATION. 13
Material Change Report dated April 11, 2000.
Exhibit 99.5 WSi INTERACTIVE CORPORATION. 16
Press Release dated April 25, 2000.
Exhibit 99.6 WSi INTERACTIVE CORPORATION. 19
Material Change Report dated April 25, 2000.
<PAGE> 1
EXHIBIT 99.1
WSi INTERACTIVE CORPORATION Symbols: CDNX - WIZ OTC - WIZZF
NEWS RELEASE
APRIL 7, 2000
WSi INTERACTIVE DEBUTS WIRELESS BROADBAND COMMUNICATIONS NETWORK AT SPRING
INTERNET WORLD 2000
At a press conference held today at the Spring Internet World 2000 in Los
Angeles, WSi Interactive Corporation demonstrated the wireless streamed video
transmission capabilities of the broadband network that it has acquired certain
exclusive rights to from Global Communications.
WSi is planning to be a key player in the broadband network arena, which offers
unparalleled bi-lateral transmission speed to accommodate High Definition TV
transmission over a global broadband network. It is the convergence of the
Internet information content with high quality TV and Telephony transmission
that forms the nucleus of WSi's vision for the future of the "new" Internet.
A wireless and fiber broadband intranet with seamless access to the Internet
offers many advantages for WSi over the traditional web; the most important
being that WSi will be able to do true multicasting at very high speeds and send
High Definition Television through the broadband network. This is not possible
over the existing Internet for two reasons: 1. Internet access to the home or
business, in most cases is not at the transmission capability required to
deliver HDTV. 2. The current architecture of the Internet today does not
accommodate a multi-cast signal to the end user due to incompatibility issues
that result from having to send a signal across multiple ISP's.
Mat Matson, President of Global Communications said at the conference, "It is
because we share WSi's vision of the future that we are excited to be working
with them. The combination of WSi's Internet business and marketing acumen
combined with Global's fiber network, software and technology will create
boundless opportunity for business growth for WSi".
Other companies providing wireless services include Metricom (Nasdaq:MCOM),
Global Crossing (Nasdaq:GLBX).
Global Communications transmission speed is up to 30.5Mbps directly to every
user of its network. This is three times faster than the yet to be delivered
high-speed cable systems. Global guarantees a speed equivalent to a
bi-directional T-1 at all times to a household or business using Global's
communication network. It ensures that each user has the ability to make or
receive a minimum of 3 simultaneous video (TV quality) phone calls, plus an
array of standard voice and data transmissions all at the same time. In
<PAGE> 2
addition, High Definition Television, movies, and stereo/hi-fidelity radio are
also available over the Global Communications network due to its guaranteed line
speed.
It should be noted that the transaction between WSi and Global is at the due
diligence stage. The Company has secured the exclusive rights to use Global
Communication's technology in certain jurisdictions, but it has not yet
completed the transactions pending due diligence completion and the negotiation
of definitive licence agreements. The cost of implementing the technology is
significant and Management of WSi will have to consider many factors before a
definitive commitment is made to proceed with this project. When a decision will
be made to commit or not commit to the technology, the Company will issue a news
release accordingly.
THE BUSINESS OF WSi
WSi INTERACTIVE CORPORATION is an innovative Internet business development and
marketing firm, whose objective is to capitalize on direct marketing
opportunities on the Internet. WSi builds, manages and markets online businesses
in the financial, e-tailing and e-commerce, entertainment and e-advertising
sectors.
WSi focuses on early-stage companies where it can add significant value to the
investment through a network of relationships and strategic alliances, and our
experience in helping Internet companies build traffic, develop brands, and
capitalize on a variety of revenue streams.
In this regard, WSi is modeling itself on CMGI (Nasdaq:CMGI). Like CMGI, WSi
started as a direct marketing agency in 1990 and has grown to become a
specialist in e-advertising and e-commerce. WSi plans to establish itself as a
recognized leader in the Internet economy, by creating a one-stop shop for
e-commerce and e-advertising, plus financial information and entertainment.
To receive information on WSi by e-mail or fax, please forward your Internet
address / fax # to
[email protected] / fax: 604 687 4990.
To fax your request please complete the following
NAME: ______________________________________________
COMPANY: ______________________________________________
e-mail address: ______________________________________________
PHONE#: ______________________________________________
FAX#: ______________________________________________
<PAGE> 3
Send by: E-mail or fax: yes / no. Or: e-mail only: yes / no
Toll free: 1-888-388-4636
Fax: 1-604-687-4990
Website: www.ws-i.com
ON BEHALF OF THE COMPANY
"Theo Sanidas"
Theo Sanidas, President
This news release may contain forward-looking statements that involve risks and
uncertainties, including the impact of competitive products and pricing and
general economic conditions as they affect the Company's clients. Actual results
and developments may therefore differ materially from those described in this
release. No regulatory authority has reviewed nor accepted any responsibility
for the adequacy or accuracy of the contents of this release.
<PAGE> 1
EXHIBIT 99.2
This is a form of a material change report required under Section 85(1) of the
Securities Act and Section 151 of the Securities Rules.
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT
NOTE: This form is intended as a guideline. A letter or other document
may be used if the substantive requirements of this form are
complied with.
NOTE: Every report required to be filed under Section 85(1) of the Act
shall be sent to the Commission in an envelope addressed to the
Commission and marked "Continuous Disclosure".
NOTE: WHERE THIS REPORT IS FILED ON A CONFIDENTIAL BASIS PUT AT THE
BEGINNING OF THE REPORT IN BLOCK CAPITALS "CONFIDENTIAL - SECTION
85", AND EVERYTHING THAT IS REQUIRED TO BE FILED SHALL BE PLACED IN
AN ENVELOPE ADDRESSED TO THE SECRETARY OF THE COMMISSION MARKED
"CONFIDENTIAL".
Item 1. Reporting Issuer
WSI Interactive Corp.
Item 2. Date of Material Change
April 11, 2000
Item 3. Press Release
The press release was issued on April 11, 2000 and disseminated
through Canada News Wire and BC Emergis and Canadian Corporate
News.
Item 4. Summary of Material Change
The Issuer has signed a $10 million USD inventory agreement to
launch an Internet business through a strategic alliance with RG
Diamonds, Inc. of Chicago, Illinois. The parties are jointly
launching a full e-commerce Internet based business, with the
e-commerce sites having the domain names "diamondforum.com" and
"diamondreplacement.com". These e-commerce businesses are currently
in the process of development.
<PAGE> 2
- 2 -
Item 5. Full Description of Material Change
WSi Interactive Corporation (CDNX:WIZ; OTCBB:WIZZF) is pleased to
announce it has signed a $10 million USD inventory agreement to
launch an Internet business through a strategic alliance with RG
Diamonds Inc., of Chicago, Illinois. The parties are jointly
launching a full e-commerce Internet based business, with the
e-commerce sites having the domain names "diamondforum.com" and
"diamondreplacement.com". These e-commerce businesses are currently
in the process of development.
Diamondreplacement.com is designed to capture a sizeable portion of
the huge "business-to-business" market in the insurance replacement
of jewellery loss due to theft. Reported jewellery theft in the USA
is over $1 billion annually. The business specifically offers
insurance companies the following:
1. the opportunity to purchase replacement diamonds at
wholesale prices with inventory supplied by RG,
thereby gaining enormous cost savings and thereby
providing RG with a huge market; and
2. dramatically enhanced capabilities for fraud
detection, also resulting in huge cost savings.
At present the capabilities for jewellery fraud detection remain
relatively localized, unorganized and subject to problematical
appraisals. The business of diamondreplacement.com is aimed at
using advanced technologies, especially Internet technologies, for
dramatically improving, both locally and on a North American (USA
and Canada) scale, registration of certified diamonds with their
appraisal details.
With this information in a state of the art database, capable of
being queried by claims representatives, fraud detection is enabled
across North America to a level of operations not previously
possible. It is of course also possible for the insurance claims
representatives to purchase replacement diamonds of appropriate
quality.
The object of Diamondforum.com shall be to leverage its inventory
in the USA and internationally to seize a significant share of the
lucrative diamond and fine jewellery markets. According to a
February 14, 2000 article on C/net, the diamond jewellery market
alone in the US is estimated at about $30 billion. This is
significantly larger than the entire music or book markets.
In February of this year, The New York Times quoted an industry
insider as saying the diamond market in general is up 12%. In fact,
DeBeers sales of rough diamonds, a key indicator, rose 57% last
year to a record $5.24 billion from 1998 sales of $3.35 billion.
Globally, in 1998 worldwide jewellery sales were approximately $100
billion.
RG Diamonds Inc., of Chicago, has been part of the diamond industry
for over 16 years, in both the wholesale and retail sectors.
Headquartered in Chicago, where it operates its jewellery
manufacturing facility with advanced laser technology, the Company
has offices in Vancouver, B.C., Tel Aviv, Israel and Belgium. RG
Diamonds Inc., augments its global presence by manufacturing
platinum jewellery through an affiliated manufacturing facility in
Tokyo, Japan. Within the USA, the Company also owns and operates
its own retail outlets.
<PAGE> 3
- 3 -
WSi Interactive Corporation and RG Diamonds Inc., have agreed to
create in equal partnership a Nevada Corporation to own and operate
the Internet e-commerce business. This business will own the two
Internet based e -commerce sites. In consideration of this
agreement, the Internet e-commerce business will be supplied with
approximately USD $10 million inventory of diamonds and jewellery
plus all the expertise and services of RG Diamonds Inc., in
connection with the diamond industry.
WSi Interactive Corporation's divisions will design, develop and
implement the e-commerce sites as well as provide all marketing and
management services.
In consideration of RG Diamonds Inc. entering into this
arrangement, WSi has agreed, subject to regulatory approval, to
grant Reuven Gitter, the principal of RG Diamonds Inc., an option
to purchase up to 50,000 shares of WSi for $2.50 each, exerciseable
as to 25,000 shares after six months and as to 25,000 shares after
one year and on or before 18 months.
Item 6. Reliance on Section 85(2) of the Act
Nothing in this form is required to be maintained on a confidential
basis.
Item 7. Omitted Information
Not applicable.
Item 8. Senior Officer
James L. Harris, Secretary
Telephone No. (604) 609-3068
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to
herein.
DATED this 10th day of April, 2000 at Vancouver, B.C. WSI Interactive Corp.
By:
----------------------------
James L. Harris
Secretary
-------------------------------
(Official Capacity)
<PAGE> 1
EXHIBIT 99.3
WSi INTERACTIVE CORPORATION Symbols: CDNX - WIZ OTC - WIZZF
NEWS RELEASE
APRIL 11, 2000
WSi INTERACTIVE CORPORATION SIGNS $10 MILLION USD INVENTORY AGREEMENT
TO LAUNCH INTERNET BUSINESS
WSi Interactive Corporation (CDNX:WIZ; OTCBB:WIZZF) is pleased to announce it
has signed a $10 million USD inventory agreement to launch an Internet business
through a strategic alliance with RG Diamonds Inc., of Chicago, Illinois. The
parties are jointly launching a full e-commerce Internet based business, with
the e-commerce sites having the domain names "diamondforum.com" and
"diamondreplacement.com". These e-commerce businesses are currently in the
process of development.
Diamondreplacement.com is designed to capture a sizeable portion of the huge
"business-to-business" market in the insurance replacement of jewellery loss due
to theft. Reported jewellery theft in the USA is over $1 billion annually. The
business specifically offers insurance companies the following:
1. the opportunity to purchase replacement diamonds at wholesale prices with
inventory supplied by RG, thereby gaining enormous cost savings and thereby
providing RG with a huge market; and
2. dramatically enhanced capabilities for fraud detection, also resulting in
huge cost savings.
At present the capabilities for jewelry fraud detection remain relatively
localized, unorganized and subject to problematical appraisals. The business of
diamondreplacement.com is aimed at using advanced technologies, especially
Internet technologies, for dramatically improving, both locally and on a North
American (USA and Canada) scale, registration of certified diamonds with their
appraisal details.
With this information in a state of the art database, capable of being queried
by claims representatives, fraud detection is enabled across North America to a
level of operations not previously possible. It is of course also possible for
the insurance claims representatives to purchase replacement diamonds of
appropriate quality.
The object of Diamondforum.com shall be to leverage its inventory in the USA and
internationally to seize a significant share of the lucrative diamond and fine
jewellery markets. According to a February 14, 2000 article on C/net, the
diamond jewellery market alone in the US is estimated at about $30 billion. This
is significantly larger than the entire music or book markets.
In February of this year, The New York Times quoted an industry insider as
saying the diamond market in general is up 12%. In fact, DeBeers sales of rough
diamonds, a key indicator, rose 57% last year to a record $5.24 billion from
1998 sales of $3.35 billion. Globally, in 1998 worldwide jewellery sales were
approximately $100 billion.
<PAGE> 2
RG Diamonds Inc., of Chicago, has been part of the diamond industry for over 16
years, in both the wholesale and retail sectors. Headquartered in Chicago, where
it operates its jewellery manufacturing facility with advanced laser technology,
the Company has offices in Vancouver, B.C., Tel Aviv, Israel and Belgium. RG
Diamonds Inc., augments its global presence by manufacturing platinum jewellery
through an affiliated manufacturing facility in Tokyo, Japan. Within the USA,
the Company also owns and operates its own retail outlets.
WSi Interactive Corporation and RG Diamonds Inc., have agreed to create in equal
partnership a Nevada Corporation to own and operate the Internet e-commerce
business. This business will own the two Internet based e-commerce sites. In
consideration of this agreement, the Internet e-commerce business will be
supplied with approximately USD $10 million inventory of diamonds and jewellery
plus all the expertise and services of RG Diamonds Inc., in connection with the
diamond industry.
WSi Interactive Corporation's divisions will design, develop and implement the
e-commerce sites as well as provide all marketing and management services.
In consideration of RG Diamonds Inc. entering into this arrangement, WSi has
agreed, subject to regulatory approval, to grant Reuven Gitter, the principal of
RG Diamonds Inc., an option to purchase up to 50,000 shares of WSi for $2.50
each, exerciseable as to 25,000 shares after six months and as to 25,000 shares
after one year and on or before 18 months.
The Business of WSi
WSi Interactive Corporation is an innovative business development and marketing
firm whose objective is to capitalize on direct marketing opportunities on the
Internet. WSi builds, manages and markets online businesses in the financial,
e-tail and e-commerce, entertainment, and e-advertising sectors.
WSi focuses on early-stage companies where it can add significant value to the
investment through a network of relationships and strategic alliances, and uses
its experience to help Internet companies to build traffic, develop brands, and
capitalize on a variety of revenue streams.
In this regard, WSi is modeling itself on CMGI (Nasdaq:CMGI). Like CMGI, WSi
started as a direct marketing agency in 1990 and has grown to become a
specialist in e-advertising and e-commerce. WSi plans to establish itself as a
recognized leader in the Internet economy by creating a one-stop shop for
e-commerce, e-advertising, financial information and entertainment.
To receive information on WSi by e-mail or fax, please forward your Internet
address / fax # to:
<PAGE> 3
[email protected] / fax: 1-877-499-5806.
For fax requests, please complete the following:
NAME: ______________________________________________
COMPANY: ______________________________________________
E-MAIL: ______________________________________________
PHONE#: ______________________________________________
FAX#: ______________________________________________
Send by: E-mail or fax: yes / no. E-mail only: yes / no
Toll free: 1-888-388-4636
Fax: 1-877-499-5806
Website: www.ws-i.com
ON BEHALF OF THE COMPANY
"Theo Sanidas"
Theo Sanidas, President
This news release may contain forward-looking statements that involve risks and
uncertainties, including the impact of competitive products and pricing, and
general economic conditions as they affect the Company's clients. Actual results
and developments may therefore differ materially from those described in this
release. No regulatory authority has reviewed or accepted any responsibility for
the adequacy or accuracy of the contents of this release.
<PAGE> 1
EXHIBIT 99.4
This is a form of a material change report required under Section 85(1) of the
Securities Act and Section 151 of the Securities Rules.
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT
NOTE: This form is intended as a guideline. A letter or other document
may be used if the substantive requirements of this form are
complied with.
NOTE: Every report required to be filed under Section 85(1) of the Act
shall be sent to the Commission in an envelope addressed to the
Commission and marked "Continuous Disclosure".
NOTE: WHERE THIS REPORT IS FILED ON A CONFIDENTIAL BASIS PUT AT THE
BEGINNING OF THE REPORT IN BLOCK CAPITALS "CONFIDENTIAL - SECTION
85", AND EVERYTHING THAT IS REQUIRED TO BE FILED SHALL BE PLACED IN
AN ENVELOPE ADDRESSED TO THE SECRETARY OF THE COMMISSION MARKED
"CONFIDENTIAL".
Item 1. Reporting Issuer
WSI Interactive Corp.
Item 2. Date of Material Change
April 11, 2000
Item 3. Press Release
The press release was issued on April 11, 2000 and disseminated
through Canada News Wire and BC Emergis and Canadian Corporate
News.
Item 4. Summary of Material Change
The Issuer has signed a $10 million USD inventory agreement to
launch an Internet business through a strategic alliance with RG
Diamonds, Inc. of Chicago, Illinois. The parties are jointly
launching a full e-commerce Internet based business, with the
e-commerce sites having the domain names "diamondforum.com" and
"diamondreplacement.com". These e-commerce businesses are currently
in the process of development.
<PAGE> 2
- 2 -
Item 5. Full Description of Material Change
WSi Interactive Corporation (CDNX:WIZ; OTCBB:WIZZF) announces that
it has signed a $10 million USD inventory agreement to launch an
Internet business through a strategic alliance with RG Diamonds
Inc., of Chicago, Illinois. The parties are jointly launching a
full e-commerce Internet based business, with the e-commerce sites
having the domain names "diamondforum.com" and
"diamondreplacement.com". These e-commerce businesses are currently
in the process of development.
Diamondreplacement.com is designed to capture a sizeable portion of
the huge "business-to-business" market in the insurance replacement
of jewellery loss due to theft. Reported jewellery theft in the USA
is over $1 billion annually. The business specifically offers
insurance companies the following:
1. the opportunity to purchase replacement diamonds at
wholesale prices with inventory supplied by RG, thereby
gaining enormous cost savings and thereby providing RG with
a huge market; and
2. dramatically enhanced capabilities for fraud detection, also
resulting in huge cost savings.
At present the capabilities for jewellery fraud detection remain
relatively localized, unorganized and subject to problematical
appraisals. The business of diamondreplacement.com is aimed at
using advanced technologies, especially Internet technologies, for
dramatically improving, both locally and on a North American (USA
and Canada) scale, registration of certified diamonds with their
appraisal details.
With this information in a state of the art database, capable of
being queried by claims representatives, fraud detection is enabled
across North America to a level of operations not previously
possible. It is of course also possible for the insurance claims
representatives to purchase replacement diamonds of appropriate
quality.
The object of Diamondforum.com shall be to leverage its inventory
in the USA and internationally to seize a significant share of the
lucrative diamond and fine jewellery markets. According to a
February 14, 2000 article on C/net, the diamond jewellery market
alone in the US is estimated at about $30 billion. This is
significantly larger than the entire music or book markets.
In February of this year, The New York Times quoted an industry
insider as saying the diamond market in general is up 12%. In fact,
DeBeers sales of rough diamonds, a key indicator, rose 57% last
year to a record $5.24 billion from 1998 sales of $3.35 billion.
Globally, in 1998 worldwide jewellery sales were approximately $100
billion.
RG Diamonds Inc., of Chicago, has been part of the diamond industry
for over 16 years, in both the wholesale and retail sectors.
Headquartered in Chicago, where it operates its jewellery
manufacturing facility with advanced laser technology, the Company
has offices in Vancouver, B.C., Tel Aviv, Israel and Belgium. RG
Diamonds Inc., augments its global presence by manufacturing
platinum jewellery through an affiliated manufacturing facility in
Tokyo, Japan. Within the USA, the Company also owns and operates
its own retail outlets.
<PAGE> 3
- 3 -
WSi Interactive Corporation and RG Diamonds Inc., have agreed to
create in equal partnership a Nevada Corporation to own and operate
the Internet e-commerce business. This business will own the two
Internet based e-commerce sites. In consideration of this
agreement, the Internet e-commerce business will be supplied with
approximately USD $10 million inventory of diamonds and jewellery
plus all the expertise and services of RG Diamonds Inc., in
connection with the diamond industry.
WSi Interactive Corporation's divisions will design, develop and
implement the e-commerce sites as well as provide all marketing and
management services.
In consideration of RG Diamonds Inc. entering into this
arrangement, WSi has agreed, subject to regulatory approval, to
grant Reuven Gitter, the principal of RG Diamonds Inc., an option
to purchase up to 50,000 shares of WSi for $2.50 each, exerciseable
as to 25,000 shares after six months and as to 25,000 shares after
one year and on or before 18 months.
Item 6. Reliance on Section 85(2) of the Act
Nothing in this form is required to be maintained on a confidential
basis.
Item 7. Omitted Information
Not applicable.
Item 8. Senior Officer
James L. Harris, Secretary
Telephone No. (604) 609-3068
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to
herein.
DATED this 10th day of April, 2000 at Vancouver, B.C. WSI Interactive Corp.
By: "James L. Harris"
-------------------------
James L. Harris
Secretary
-----------------------------
(Official Capacity)
<PAGE> 1
EXHIBIT 99.5
WSi INTERACTIVE CORPORATION Symbols: CDNX - WIZ OTC - WIZZF
NEWS RELEASE
APRIL 25, 2000
WSi INTERACTIVE LAUNCHES DNS MEDIA INC. TO DELIVER VIDEO STREAMING SERVICES
WSi launches DNS Media Inc. - a full-services media streaming solutions company,
to service the broadcast markets in the United States and Canada.
DNS Media Inc., www.dnsmedia.com will be a provider of streaming media services
for the entertainment, corporate, finance, education and broadcast markets. DNS
Media Inc., will be launching a broadband video delivery network through
strategic relationships it is currently developing. Lance Morginn,
Vice-President of WSi states that, "We are very excited about entering into the
new era of the Internet. Our streaming video subsidiary is a perfect solution to
complement the relationships and technology investments that WSi has developed."
Theo Sanidas states that "The web is no longer just static, and DNS Media Inc.
will play a significant role in the convergence movement. WSi will be assisting
in that development through it's full service Internet incubator team."
About DNS Media Inc.
DNS Media is a full-services media solutions company that provides Digital
Network Solutions for their clients. DNS Media makes the web move by giving
their client's presentation the power of being interactive, visual and
compelling. From streaming media production and broadband delivery, to
web-design solutions, interactivity, e-commerce and online marketing, DNS Media
provides results. DNS help their clients understand the process of creating and
communicating for rich-media on the web, making those results even more
worthwhile. Other companies providing digital media services include: Akamai
Technologies (Nasdaq:AKAM), and Loudeye Technologies (Nasdaq:LOUD).
WSi INTERACTIVE AMENDS PRIVATE PLACEMENT TERMS
WSi wishes to announce that, due to the recent volatility in the market, it is
amending the terms of the private placement announced on April 3rd. The
placement shall now be for 1,600,000 units at $C2.15 per unit to raise gross
proceeds of $C3,440,000. Each unit will consist of one share and one warrant to
buy one share for two years at $C2.50 for one year and $C4.00 thereafter.
Finders' fees are payable in respect of part of the placement equal to either 7%
of the value raised in cash or that number of shares equal to 10% of the number
of units placed. The proceeds of the placement will be used for general working
capital purposes. The placement is subject to regulatory approval.
<PAGE> 2
The Business of WSi
WSi Interactive Corporation is an innovative business development and marketing
firm whose objective is to capitalize on direct marketing opportunities on the
Internet. WSi builds, manages and markets online businesses in the financial,
e-tail and e-commerce, entertainment, and e-advertising sectors.
WSi focuses on early-stage companies where it can add significant value to the
investment through a network of relationships and strategic alliances, and uses
its experience to help Internet companies to build traffic, develop brands, and
capitalize on a variety of revenue streams.
In this regard, WSi is modeling itself on CMGI (Nasdaq:CMGI). Like CMGI, WSi
started as a direct marketing agency in 1990 and has grown to become a
specialist in e-advertising and e-commerce. WSi plans to establish itself as a
recognized leader in the Internet economy by creating a one-stop shop for
e-commerce, e-advertising, financial information and entertainment.
To receive information on WSi by e-mail or fax, please forward your Internet
address / fax # to:
[email protected] / fax: 1-877-499-5806.
For fax requests, please complete the following:
NAME: ______________________________________________
COMPANY: ______________________________________________
E-MAIL: ______________________________________________
PHONE#: ______________________________________________
FAX#: ______________________________________________
Send by: E-mail or fax: yes / no. E-mail only: yes / no
Toll free: 1-888-388-4636
Fax: 1-877-499-5806
Website: www.ws-i.com
ON BEHALF OF THE COMPANY
<PAGE> 3
"Theo Sanidas"
Theo Sanidas, President
This news release may contain forward-looking statements that involve risks and
uncertainties, including the impact of competitive products and pricing, and
general economic conditions as they affect the Company's clients. Actual results
and developments may therefore differ materially from those described in this
release. No regulatory authority has reviewed or accepted any responsibility for
the adequacy or accuracy of the contents of this release.
<PAGE> 1
EXHIBIT 99.6
This is a form of a material change report required under Section 85(1) of the
Securities Act and Section 151 of the Securities Rules.
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT
NOTE: This form is intended as a guideline. A letter or other document
may be used if the substantive requirements of this form are
complied with.
NOTE: Every report required to be filed under Section 85(1) of the Act
shall be sent to the Commission in an envelope addressed to the
Commission and marked "Continuous Disclosure".
NOTE: WHERE THIS REPORT IS FILED ON A CONFIDENTIAL BASIS PUT AT THE
BEGINNING OF THE REPORT IN BLOCK CAPITALS "CONFIDENTIAL - SECTION
85", AND EVERYTHING THAT IS REQUIRED TO BE FILED SHALL BE PLACED IN
AN ENVELOPE ADDRESSED TO THE SECRETARY OF THE COMMISSION MARKED
"CONFIDENTIAL".
Item 1. Reporting Issuer
WSI Interactive Corp.
Item 2. Date of Material Change
April 25, 2000
Item 3. Press Release
The press release was issued on April 25, 2000 and disseminated
through Canada News Wire and BC Emergis.
Item 4. Summary of Material Change
WSi launches DNS Media Inc. - a full-services media streaming
solutions company, to service the broadcast markets in the United
States and Canada.
Item 5. Full Description of Material Change
WSi launches DNS Media Inc. - a full-services media streaming
solutions company, to service the broadcast markets in the United
States and Canada.
<PAGE> 2
- 2 -
DNS Media Inc., www.dnsmedia.com will be a provider of streaming
media services for the entertainment, corporate, finance, education
and broadcast markets. DNS Media Inc., will be launching a
broadband video delivery network through strategic relationships it
is currently developing. Lance Morginn, Vice-President of WSi
states that, "We are very excited about entering into the new era
of the Internet. Our streaming video subsidiary is a perfect
solution to complement the relationships and technology investments
that WSi has developed."
Theo Sanidas states that "The web is no longer just static, and DNS
Media Inc. will play a significant role in the convergence
movement. WSi will be assisting in that development through it's
full service Internet incubator team."
About DNS Media Inc.
DNS Media is a full-services media solutions company that provides
Digital Network Solutions for their clients. DNS Media makes the
web move by giving their client's presentation the power of being
interactive, visual and compelling. From streaming media production
and broadband delivery, to web-design solutions, interactivity,
e-commerce and online marketing, DNS Media provides results. DNS
help their clients understand the process of creating and
communicating for rich-media on the web, making those results even
more worthwhile. Other companies providing digital media services
include: Akamai Technologies (Nasdaq:AKAM), and Loudeye
Technologies (Nasdaq:LOUD).
WSi INTERACTIVE AMENDS PRIVATE PLACEMENT TERMS
WSi wishes to announce that, due to the recent volatility in the
market, it is amending the terms of the private placement announced
on April 3rd. The placement shall now be for 1,600,000 units at
$C2.15 per unit to raise gross proceeds of $C3,440,000. Each unit
will consist of one share and one warrant to buy one share for two
years at $C2.50 for one year and $C4.00 thereafter. Finders' fees
are payable in respect of part of the placement equal to either 7%
of the value raised in cash or that number of shares equal to 10%
of the number of units placed. The proceeds of the placement will
be used for general working capital purposes. The placement is
subject to regulatory approval.
Item 6. Reliance on Section 85(2) of the Act
Nothing in this form is required to be maintained on a confidential
basis.
Item 7. Omitted Information
Not applicable.
Item 8. Senior Officer
James L. Harris, Secretary
Telephone No. (604) 609-3068
<PAGE> 3
- 3 -
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to
herein.
DATED this 25th day of April, 2000 at Vancouver, B.C. WSI Interactive Corp.
By: "James L. Harris"
---------------------------
James L. Harris
Secretary
------------------------------
(Official Capacity)
