WSI INTERACTIVE CORP
8-K, 2000-04-07
MOTOR VEHICLE PARTS & ACCESSORIES
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<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 6, 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 9
<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 6, 2000.

                  Exhibit 99.2      WSi INTERACTIVE CORPORATION. Material Change
                                    Report dated April 6, 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 6, 2000.


                                              WSi INTERACTIVE CORPORATION



                                              By: /s/ JAMES L. HARRIS
                                              __________________________________
                                              Name:  James L. Harris
                                              Title: Secretary


                                                                     Page 2 of 9
<PAGE>   3

                                 EXHIBIT INDEX


                                                                   Sequential
Number          Exhibit                                            Page Number

Exhibit 99.1    WSi INTERACTIVE CORPORATION                             4
                Press Release dated April 6, 2000

Exhibit 99.2    WSi INTERACTIVE CORPORATION.                            7
                Material Change Report dated April 6, 2000.








                                                                     Page 3 of 9


<PAGE>   1
WSi INTERACTIVE CORPORATION         Symbols: CDNX - WIZ   OTC - WIZZF


                                  NEWS RELEASE

APRIL 6, 2000

WSi TEAMS UP WITH IBM CANADA LTD. TO CREATE THE FIRST FULL SERVICE DOT COM
INCUBATOR.

WSi Interactive is pleased to announce that it is working with IBM Canada Ltd.
to create a dynamic Internet business incubation partnership in North America.
The alliance with IBM will allow WSi to take on business projects of virtually
unlimited scope and significantly enhance its ability to accelerate the early
stage development of these businesses using cutting edge solutions.

WSi and IBM will work together to review selected business plans, provide for
the injection of requisite capital funding, provide management and technology
assistance, deploy the projects, as well as, assist with product and services
sales and support. The goal is to allow Internet companies to concentrate on
building their businesses, with the strong support of WSi and IBM.

IBM will submit business plans to WSi's incubation program and provide hardware,
software and services to selected start up projects. WSi will be given access to
IBM's Industry Solutions Lab, be registered in IBM's Service Provider Business
Partner Program, and become an official IBM reseller.

"WSi's focus on start-up companies was a great fit for IBM," said Stephane
Boisvert, business unit executive of IBM Canada's Net Generation organization.
"Their 'one-stop shop' strategy for e-commerce and e-advertising for this market
segment complements our own "one-stop" approach to providing Internet start-ups
with a complete technology infrastructure, including hardware, software and
services. Speed to market is critical in this segment, and so the more complete
the solution, the better."

"It goes without saying, that we are immensely proud that the success of our
hard work, creativity and diligence has been recognized by the leader in the
information technology industry" states Theo Sanidas, CEO of WSi. "We are
tremendously excited about the magnitude of this working relationship, as this
alliance allows us to rapidly and effectively execute business plans."

ABOUT 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.

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<PAGE>   2



WSi focuses on early-stage companies where it can add significant value to the
investment through a network of relationships and strategic alliances, using 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.

ABOUT IBM

IBM is the world's largest information technology company with 80 years of
leadership in helping businesses innovate. IBM's Net Generation Business
provides hardware, software and services to emerging Web-based businesses, as
well as to IBM's research and development labs, to enable those businesses to
quickly put in place an effective, scalable infrastructure that gives them a
competitive advantage. For more information about IBM, visit: www.ibm.com.

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

/s/ Theo Sanidas
Theo Sanidas, President

                                                                          5 of 9
<PAGE>   3




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.


                                                                          6 of 9

<PAGE>   1
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 6, 2000

Item 3.  Press Release

         The press release was issued on April 6, 2000 and disseminated through
         Canada News Wire and BC Emergis and Canadian Corporate News.

Item 4.  Summary of Material Change

         WSi Interactive is pleased to announce that it is working with IBM
         Canada Ltd. to create a dynamic Internet business incubation
         partnership in North America

                                                                          7 of 9
<PAGE>   2
                                      -2-

Item 5.  Full Description of Material Change

         WSi Interactive is pleased to announce that it is working with IBM
         Canada Ltd. to create a dynamic Internet business incubation
         partnership in North America. The alliance with IBM will allow WSi to
         take on business projects of virtually unlimited scope and
         significantly enhance its ability to accelerate the early stage
         development of these businesses using cutting edge solutions.

         WSi and IBM will work together to review selected business plans,
         provide for the injection of requisite capital funding, provide
         management and technology assistance, deploy the projects, as well as,
         assist with product and services sales and support. The goal is to
         allow Internet companies to concentrate on building their businesses,
         with the strong support of WSi and IBM.

         IBM will submit business plans to WSi's incubation program and provide
         hardware, software and services to selected start up projects. WSi will
         be given access to IBM's Industry Solutions Lab, be registered in IBM's
         Service Provider Business Partner Program, and become an official IBM
         reseller.

         "WSi's focus on start-up companies was a great fit for IBM," said
         Stephane Boisvert, business unit executive of IBM Canada's Net
         Generation organization. "Their 'one-stop shop' strategy for e-commerce
         and e-advertising for this market segment complements our own
         "one-stop" approach to providing Internet start-ups with a complete
         technology infrastructure, including hardware, software and services.
         Speed to market is critical in this segment, and so the more complete
         the solution, the better."

         "It goes without saying, that we are immensely proud that the success
         of our hard work, creativity and diligence has been recognized by the
         leader in the information technology industry" states Theo Sanidas, CEO
         of WSi. "We are tremendously excited about the magnitude of this
         working relationship, as this alliance allows us to rapidly and
         effectively execute business plans."

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


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                                      -3-


         The foregoing accurately discloses the material change referred to
herein.


Dated this 6th day of April, 2000 at Vancouver, BC

                                               WSI Interactive Corp.


                                               By: /s/  James L. Harris
                                                   -----------------------------
                                                   James L. Harris

                                               Secretary
                                               ---------------------------------
                                               (Official Capacity)


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