<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1999
Commission file Number 0 5388
CYTATION.COM INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 16-0961436
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation)
55 Hammarlund Way, Middletown, RI 02842
(Address of Principal Executive Offices) (Zip Code)
(401) 845-8800
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Common Stock, $.001 Par Value - 9,846,340 shares as of September 30, 1999.
<PAGE> 2
FORWARD-LOOKING INFORMATION
THIS FORM 10-QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
CYTATION.COM INCORPORATED OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY
CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT
OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND
78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT,
BELIEF OR CURRENT EXPECTATIONS OF CYTATION.COM INCORPORATED AND MEMBERS OF ITS
MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND
THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR
REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE
OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.
YEAR 2000 COMPLIANCE
The Company continues to review its technology systems to attempt to discover
what effects year 2000 issues may have on its operations. Many of the earlier
systems, found not to be compliant, have been replaced while others are being
modified to comply. The Company is working with its known suppliers of
technology or services controlled by technology that might be effected by the
year 2000 events and is seeking written assurances from those determined to have
a potential effect upon Company's operations. However, there can be no assurance
that the Company will identify all of its data handling problems in its business
systems or those of its suppliers or clients in advance of any effect upon the
Company's operations. The Company, therefore, bears some unlimited and unknown
risks to the year 2000 issue and could also be adversely affected if other
entities do not adequately or timely resolve their payment mechanisms as they
relate to the Company's ongoing operations for its clients.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
2
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CYTATION.COM INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1999 1999
------------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 4,303,222 $ 1,371,000
Accounts receivable, net of allowance for doubtful
accounts of $10,000 and $30,000, respectively.......... 218,101 100,163
Prepaid expenses and other assets......................... 117,714 85,349
----------- -----------
TOTAL CURRENT ASSETS................................... 4,639,037 1,556,512
FURNITURE AND EQUIPMENT, net of accumulated depreciation of
$287,896 and $201,422, respectively....................... 291,296 250,484
GOODWILL, net of amortization of $91,990 and $0,
respectively.............................................. 8,187,076 --
OTHER ASSETS................................................ 64,213 --
----------- -----------
$13,181,622 $ 1,806,996
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable.......................................... $ 460,012 $ 278,372
Accrued payroll........................................... 124,119 84,725
Accrued expenses.......................................... 385,189 32,247
Unearned revenue.......................................... -- 35,000
----------- -----------
TOTAL CURRENT LIABILITIES.............................. 969,320 430,344
DEFERRED RENT CREDIT........................................ 10,171
COMMITMENTS AND CONTINGENCIES............................... -- --
SHAREHOLDERS' DEFICIT:
Series A Convertible Preferred Stock, $4.00 stated value,
$0.01 par value, authorized 2,500,000 shares, issued
and outstanding 890,000 and 775,000 shares,
respectively........................................... 3,534,980 3,100,000
Series B Convertible Preferred Stock, $7,625 stated value,
$0.01 par value, authorized 300,000 shares, issued and
outstanding 279,771 shares............................. 4,175,000 --
Series C Convertible Preferred Stock, $4.00 stated value,
$0.01 par value, authorized 1,000,000 shares, issued
and outstanding 1,000,000 shares....................... 4,000,000 --
Common stock, $.001 par value, authorized 100,000,000 and
5,765,000 shares, issued and outstanding 9,846,603 and
5,260,736 shares, respectively......................... 9,846 9,152
Additional paid-in capital................................ 6,035,664 2,459,718
Accumulated deficit....................................... (5,553,359) (4,192,218)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)................... 12,202,131 1,376,652
----------- -----------
$13,181,622 $ 1,806,996
=========== ===========
</TABLE>
See notes to financial statements.
3
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CYTATION.COM INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1999 1998
----------- -----------
(UNAUDITED)
<S> <C> <C>
NET REVENUES:
CollegeLink revenues...................................... $ 125,680 $ --
Online training service revenues.......................... 77,499 32,000
Web site hosting.......................................... 56,252 49,467
Other revenues............................................ 6,654 137,958
----------- -----------
266,085 219,425
----------- -----------
EXPENSES:
Payroll, payroll taxes and related benefits............... 628,661 209,461
Investor relations........................................ 147,725 --
Depreciation and amortization............................. 111,591 26,071
Advertising............................................... 3,777 1,931
Other general and administrative expenses................. 735,472 221,232
----------- -----------
1,627,226 458,695
----------- -----------
LOSS FROM OPERATIONS........................................ (1,361,141) (239,270)
INTEREST EXPENSE............................................ -- 293
NET LOSS.................................................... $(1,361,141) $ (239,563)
=========== ===========
NET LOSS PER SHARE.......................................... $ (0.14) $ (0.40)
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES USED IN
COMPUTATION............................................... 9,495,324 4,958,085
=========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE> 5
CYTATION.COM INCORPORATED AND SUBSIDIARIES
STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
TOTAL
PREFERRED STOCK COMMON STOCK ADDITIONAL STOCKHOLDERS'
----------------------- ------------------ PAID-IN EQUITY
SHARES AMOUNT SHARES AMOUNT CAPITAL (DEFICIT) (DEFICIT)
--------- ----------- --------- ------ ---------- ----------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance -- June 30, 1999... 775,000 3,100,000 9,152,211 9,152 2,459,718 (4,192,218) 1,376,652
Preferred issued -- Series
A....................... 115,000 434,980 -- -- -- -- 434,980
Effect of merger
transaction -- Preferred
Series B............... 279,771 4,175,000 659,005 659 3,395,688 -- 7,571,347
Issuance of shares for
services............... -- -- 35,124 35 178,782 -- 178,817
Preferred issued --
Series C............... 1,000,000 4,000,000 -- -- -- -- 4,000,000
Issuance of shares as per
benefit plan........... -- -- 288 -- 1,476 -- 1,476
Net loss for the
period................. -- -- -- -- -- (1,361,141) (1,361,141)
--------- ----------- --------- ------ ---------- ----------- -----------
Balance -- September 30,
1999..................... 2,169,778 $11,709,980 9,846,626 $9,846 $6,035,664 $(5,553,359) $12,202,131
========= =========== ========= ====== ========== =========== ===========
</TABLE>
See notes to financial statements.
5
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CYTATION.COM INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
------------------------
1999 1998
----------- ---------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(1,361,141) $(239,563)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 111,591 26,071
Issuance of shares for services........................ 178,817 --
Issuance of shares for benefit plan.................... 1,476 --
Deferred rent credit................................... 10,171 --
Increase (decrease) to cash attributable to changes in
assets and liabilities:
Accounts receivable.................................... (117,938) 3,426
Prepaid expenses and other assets...................... (96,578) (1,111)
Accounts payable....................................... 181,640 38,370
Accrued expenses....................................... 352,942 (23,419)
Accrued payroll........................................ 39,394 (96,026)
Unearned revenue....................................... (35,000) (38,563)
----------- ---------
NET CASH USED IN OPERATING ACTIVITIES.................. (734,627) (330,815)
----------- ---------
CASH FLOW FROM INVESTING ACTIVITIES:
Excess of ECI liabilities assumed over tangible assets
acquired............................................... (766,518) --
Purchase of furniture and equipment....................... (2,706) (4,321)
----------- ---------
NET CASH USED IN INVESTING ACTIVITIES.................. (769,224) (4,321)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred shares................ 4,434,980 --
Shareholder advances payable.............................. -- 293,844
Principal payments on capital lease obligations........... -- (887)
----------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES.............. 4,434,980 292,957
----------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ 2,931,129 (42,179)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 1,371,000 46,362
----------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 4,302,130 $ 4,183
=========== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest............................................... $ -- $ 293
=========== =========
Taxes.................................................. $ -- $ 996
=========== =========
Noncash:
Stock issued for purchase of ECI....................... $ 7,571,347 $ --
=========== =========
Stock issued for services.............................. $ 178,817 $ --
=========== =========
</TABLE>
See notes to financial statements.
6
<PAGE> 7
CYTATION.COM INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Reference is made to the financial statements included in the Company's
Annual Report (Form 10-KSB) filed with the Securities and Exchange Commission
for the year ended June 30, 1999.
The financial statements for the periods ended September 30, 1999 and 1998
are unaudited and include all adjustments which, in the opinion of
management, are necessary to a fair statement of the results of operations
for the periods then ended. All such adjustments are of a normal recurring
nature. The results of the Company's operations for any interim period are
not necessarily indicative of the results of the Company's operations for a
full fiscal year.
2. COMMITMENTS AND CONTINGENCIES
a. The Company entered into a lease agreement in September 1999, expiring
in November 30, 2004. Rental expense for the entire five-year period
totals approximately $641,000. The Company has recorded a deferred rent
credit of approximately $10,000 for the first month of free rent and
will amortize the credit over the lease term.
b. The Company adopted a 401K plan in July 1999.
c. The Company entered into agreements for directors and officers liability
insurance.
3. ACQUISITION TRANSACTIONS
a. On August 10, 1999, the Company acquired ECI, Inc. through a merger
transaction. ECI is an innovator of electronic college applications and
a supplier of products and services to college-bound students, their
parents and colleges.
The acquisition was structured as a merger of ECI with and into
Cytation's wholly-owned subsidiary College.Link.com Incorporated
("CollegeLink"). As consideration for the merger, the Company issued
550,809 of its common shares, 234,771 of its Series B Stock and paid
$489 in cash. CollegeLink also assumed approximately $778,000 of ECI
liabilities in connection with the merger and settled a claim against
ECI in exchange for 108,196 shares of the Company's common stock and
45,000 shares of the Company's Series B Stock (see Pro forma in 10-KSB).
b. The Company has entered into letters of intent to buy two companies,
Online Scouting Network, Inc. and Student Success, Inc. for a total of
$9,350,000, payable in cash of $3,500,000 with the balance in common
stock or preferred stock convertible into common stock. The acquisitions
will be treated as purchases.
4. EQUITY AND FINANCING
a. In September 1999, the Company received $460,000 in exchange for
115,000, 6% cumulative preferred stock designated as "Series A
Convertible Preferred Stock" ("Preferred A") from five accredited
investors. Preferred A has a stated value of $4.00 per share, a par
value of $.01 per share and dividends payable quarterly. Any holder of
Preferred A may at any time convert stock into the common stock of the
Company at a ratio of one share of common stock for each share of
Preferred A. The Company may require conversion on or after the first
anniversary of the initial purchase if the closing bid price for its
common shares exceeds $6.00 for twenty consecutive trading days.
In the event of any voluntary or involuntary liquidation, dissolution,
or winding up of the affairs of the Company, the holders of the issued
and outstanding Preferred A are entitled to receive $4.00 for each share
of Preferred A, before any distribution of the assets of the Company
shall be made to the holders of any capital stock.
7
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CYTATION.COM INCORPORATE AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
b. In September 1999, the Company received $4,000,000 in exchange for
1,000,000, 6% cumulative preferred stock designated as "Series C
Convertible Preferred Stock" ("Preferred C") from PNC Bank Corp.
Preferred C has a stated value of $4.00 per share, a par value of $0.01
per share and dividends payable quarterly.
PNC may at any time convert the Preferred C into common stock of the
Company at a ratio of one share of common stock for each share of
Preferred C, but in no event be entitled to convert any shares of
Preferred C nor shall the Company require conversion of any shares of
Preferred C in excess of that number of shares of Preferred C upon the
conversion of which the sum of (1) the number of shares of common stock
owned by PNC and (2) the number of shares of common stock issuable upon
the conversion of the number of shares of Preferred C would result in
the beneficial ownership of 5% or more of the issued and outstanding
shares of common stock.
The Company may require conversion on or after the first anniversary of
the initial purchase if the closing bid price for its common shares
exceeds $6.00 for twenty consecutive trading days.
In the event of any voluntary or involuntary liquidation, dissolution,
or winding up of the affairs of the Company, the holders of the issued
and outstanding Preferred C are entitled to receive $4.00 for each share
of Preferred C, before any distribution of the assets of the Company
shall be made to the holders of any capital stock, except for holders of
Series A Preferred Stock Convertible Preferred Stock which shall have
the rights and preferences as previously adopted by the Company's Board
of Directors.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Revenues for the three months ended September 30, 1999 include for the first
time the operations of CollegeLink which was acquired on August 10, 1999. The
acquisition was treated as a purchase with the results of operations of
CollegeLink included in consolidated operations from that date. Other revenues
declined in total, reflecting the Company's transition to its principal business
as the Company intends to focus prospectively primarily on its CollegeLink
business.
Payroll expenses have increased a result of personnel additions in as well as
salary increases for present personnel. Other general and administrative
expenses increased both for software development to support the CollegeLink
operations, costs of supporting the expanded operations and costs related to the
business which the Company intends not to emphasize in the future. Goodwill
amortization results from the acquisition of CollegeLink.
During the three months the Company realized net proceeds of $4,435,000 from the
sale of preferred shares resulting in cash and cash equivalents of $4,303,000 at
the end of the quarter.
The Company conducted its Annual Meeting of Shareholders on November 11, 1999.
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
9
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Neither the Registrant nor any of its affiliates are a party, nor is any of
their property subject, to material pending legal proceedings or material
proceedings known to be contemplated by governmental authorities.
ITEM 2. Changes in Securities
On August 10, 1999, ECI, Inc. ("ECI") merged (the "ECI Merger") into
CollegeLink.com, Incorporated, a Delaware corporation and wholly-owned
subsidiary of the Company. Pursuant to the ECI Merger, each share of Common
Stock of ECI was automatically changed and converted into 550,809 shares of
Common Stock of the Company and 234,771 shares of the Series B Convertible
Preferred Stock of the Company. On August 10, 2000 all outstanding shares of
Series B Preferred Stock shall automatically be converted into such number of
Common Shares as is determined by dividing $15.00 (as adjusted to account for
any stock dividend, stock split, combination of shares, reclassification or
other similar event with respect to the Series B Preferred Stock) by the greater
of $7.625 and the average of the closing bid price per share for the 20
consecutive trading days immediately prior to August 10, 2000 and multiplying
the result by the number of shares of outstanding Series B Preferred Stock.
Prior to August 10, 2000, each share of Series B Preferred Stock is convertible
at the option of the holder thereof into such number of shares of Common Stock
as is determined by dividing $15.00 by the average of the closing bid price per
share for the 10 consecutive trading days immediately prior to the date of
conversion, provided, however, that no share of Series B Preferred Stock shall
be convertible on any day on which such average would not exceed $15.00 (as
adjusted to account for any stock dividend, stock split, combination of shares,
reclassification or other similar event with respect to the Common Stock).
In connection with the ECI Merger, the Company, ECI and USA Group
Noel-Levitz, Inc. ("USA Group") entered into a letter agreement in settlement of
certain claims made by USA Group. Pursuant to this letter agreement, the Company
issued and sold to USA Group 108,196 shares of the Common Stock of the Company
and 45,000 shares of the Series B Convertible Preferred Stock of the Company.
In connection with the ECI Merger, the Company also issued 9,836 shares of
Common Stock to Wolf Rock Corporation.
On September 30, 1999 the Company sold 1,000,000 shares of Series C
Convertible Preferred Stock to PNC Investment Corp. for an aggregate
consideration of $4,000,000. Each share of Series C Convertible Preferred Stock
is convertible at the option of the holder into one share of Common Stock. The
conversion ratio will be adjusted to account for any stock dividend, stock
split, combination of shares, reclassification or similar event with respect to
the Common Stock). In addition, the Company may require mandatory conversion of
all, but not less than all, of the shares of Series C Preferred Stock on or
after the first anniversary of the initial purchase and sale of the Series C
Preferred Stock provided that: (a) the average closing bid price of the Common
Stock on the Over-the-Counter Bulletin Board or the Nasdaq Stock Exchange, as
applicable, for the 20 consecutive trading days immediately preceding the date
of the required conversion has exceeded $6.00 per share, and (b) the Company
elected to mandatorily convert all other series of preferred stock.
During the quarter ended September 30, 1999, the Company issued options to
purchase an aggregate of 555,000 shares of Common Stock, exercisable at a
weighted average exercise price of $5.85 per share.
The issuances described in this Item 2 were made in reliance upon the
exemption from registration set forth in Section 4(2) of the Securities Act of
1933 relating to sales by an issuer not involving any public offering. None of
the foregoing transactions involved a distribution or public offering. No
underwriters were engaged in connection with the foregoing issuances of
securities, and no underwriting discounts or commissions were paid.
ITEM 3. Defaults Upon Senior Securities
None
10
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ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
2.1 Articles of Merger between the Company and Cytation
Corporation, dated February 11, 1999(1)
2.2 Plan of Merger of the Company and Cytation Corporation dated
February 11, 1999(1)
*2.3 Articles of Merger between CollegeLink.com Incorporated and
ECI, Inc., dated August 10, 1999
*2.4 Certificate of Merger of CollegeLink.com Incorporated and
ECI, Inc., dated August 10, 1999
*2.5 Agreement and Plan of Merger of the Company and ECI, Inc.,
dated August 10, 1999
3.1 Certificate of Incorporation of the Company (2)
3.2 Designation of Rights and Preferences for the Company's Series A
Convertible Preferred Stock (3)
*3.3 Certificate of Amendment of Certificate of Incorporation of
Cytation.com Incorporated
*3.4 Certificate of Amendment of Certificate of Incorporation of
Cytation.com Incorporated
3.5 By-laws of the Company (2)
4.1 Please see Exhibits 3.1 through 3.5 for provisions of the
Certificate of Incorporation and By-laws of the Company
defining the rights of holders of the common stock of the
Company
10.1 Escrow Agreement by and among the Company, Gerald A. Paxton,
Thomas J. Burgess and Eastern Bank and Trust Company dated
as of August 10, 1999 (Incorporated by reference to Exhibit 10.2 to
the Company's registration statement on Form SB-2, as amended on Form
S-1 filed on October 21, 1999, File No. 333-85079.)
10.2 Registration Agreement by and among the Company, Gerald A.
Paxton, Thomas J. Burgess and ECI, Inc. dated as of August
10, 1999 (Incorporated by reference to Exhibit 10.3 to the Company's
registration statement on Form SB-2, as amended on Form S-1 filed on
October 21, 1999, File No. 333-85079.)
10.3 Consulting Agreement by and among the Company, Gerald A.
Paxton and CollegeLink.com Incorporated dated as of August
10, 1999 (Incorporated by reference to Exhibit 10.4 to the Company's
registration statement on Form SB-2, as amended on Form S-1 filed on
October 21, 1999, File No. 333-85079.)
10.4 Letter Agreement by and among the Company, ECI, Inc. and USA
Group Noel-Levitz, Inc. dated as of July 28, 1999 (Incorporated by
reference to Exhibit 10.5 to the Company's registration statement on
Form SB-2, as amended on Form S-1 filed on October 21, 1999, File No.
333-85079.)
10.5 Registration Rights Agreement by and among the Company and
USA Group Noel-Levitz, Inc. dated as of July 28, 1999 (Incorporated by
reference to Exhibit 10.6 to the Company's registration statement on
Form SB-2, as amended on Form S-1 filed on October 21, 1999, File No.
333-85079.)
10.6 Lease by and between Victoria S. Tarsagian and Web Services
International, Inc. dated as of July 29, 1996 (Incorporated by
reference to Exhibit 10.7 to the Company's registration statement on
Form SB-2, as amended on Form S-1 filed on October 21, 1999, File No.
333-85079.)
10.7 1999 Stock Option Plan (Incorporated by reference to Exhibit 10.9 to
the Company's registration statement on Form SB-2, as amended on Form
S-1 filed on October 21, 1999, File No. 333-85079.)
10.8 Stock Purchase Agreement, dated September 30, 1999, between
the Company and PNC Investment Corp. (Incorporated by reference to
Exhibit 10.10 to the Company's registration statement on Form SB-2, as
amended on Form S-1 filed on October 21, 1999, File No. 333-85079.)
10.9 Marketing Services and Administrative Agreement, dated
September 30, 1999, between the Company and PNC Bank, National
Association (Incorporated by reference to Exhibit 10.11 to the
Company's registration statement on Form SB-2, as amended on Form S-1
filed on October 21, 1999, File No. 333-85079.)
10.10 Lease dated September 22, 1999 between the Company and
Midview, LLC (Incorporated by reference to Exhibit 10.16 to the
Company's registration statement on Form SB-2, as amended on Form S-1
filed on October 21, 1999, File No. 333-85079.)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<C> <S>
27.1 Financial Data Schedule
</TABLE>
- ---------------
* Incorporated by reference to the similarly numbered Exhibits to the
Company's registration statement on Form SB-2, as amended on Form S-1 filed
on October 21, 1999, File No. 333-85079.
(1) Incorporated by reference from the Registrant's Form 8-K, Current Report,
filed March 18, 1999, and later amended on April 2, 1999.
(2) Incorporated by reference from the Registrant's Annual Report on Form 10KSB
(S.E.C. File No. 0-5388) filed December 31, 1998.
(3) Incorporated by reference from the Registrant's Form 8-K, Current Report,
filed April 27, 1999.
12
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b. Reports on Form 8-K
The Company filed a Current Report on Form 8-K with the Securities and
Exchange Commission on August 10, 1999.
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.
CYTATION.COM INCORPORATED
By: /s/ Kevin J. High
------------------
Kevin J. High
DATE: November 15, 1999 President
13
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<C> <S>
2.1 Articles of Merger between the Company and Cytation
Corporation, dated February 11, 1999(1)
2.2 Plan of Merger of the Company and Cytation Corporation dated
February 11, 1999(1)
*2.3 Articles of Merger between CollegeLink.com Incorporated and
ECI, Inc., dated August 10, 1999
*2.4 Certificate of Merger of CollegeLink.com Incorporated and
ECI, Inc., dated August 10, 1999
*2.5 Agreement and Plan of Merger of the Company and ECI, Inc.,
dated August 10, 1999
3.1 Certificate of Incorporation of the Company (2)
3.2 Designation of Rights and Preferences for the Company's Series A
Convertible Preferred Stock (3)
*3.3 Certificate of Amendment of Certificate of Incorporation of
Cytation.com Incorporated
*3.4 Certificate of Amendment of Certificate of Incorporation of
Cytation.com Incorporated
3.5 By-laws of the Company (2)
4.1 Please see Exhibits 3.1 through 3.5 for provisions of the
Certificate of Incorporation and By-laws of the Company
defining the rights of holders of the common stock of the
Company
10.1 Escrow Agreement by and among the Company, Gerald A. Paxton,
Thomas J. Burgess and Eastern Bank and Trust Company dated
as of August 10, 1999 (Incorporated by reference to Exhibit 10.2 to
the Company's registration statement on Form SB-2, as amended on Form
S-1 filed on October 21, 1999, File No. 333-85079.)
10.2 Registration Agreement by and among the Company, Gerald A.
Paxton, Thomas J. Burgess and ECI, Inc. dated as of August
10, 1999 (Incorporated by reference to Exhibit 10.3 to the Company's
registration statement on Form SB-2, as amended on Form S-1 filed on
October 21, 1999, File No. 333-85079.)
10.3 Consulting Agreement by and among the Company, Gerald A.
Paxton and CollegeLink.com Incorporated dated as of August
10, 1999 (Incorporated by reference to Exhibit 10.4 to the Company's
registration statement on Form SB-2, as amended on Form S-1 filed on
October 21, 1999, File No. 333-85079.)
10.4 Letter Agreement by and among the Company, ECI, Inc. and USA
Group Noel-Levitz, Inc. dated as of July 28, 1999 (Incorporated by
reference to Exhibit 10.5 to the Company's registration statement on
Form SB-2, as amended on Form S-1 filed on October 21, 1999, File No.
333-85079.)
10.5 Registration Rights Agreement by and among the Company and
USA Group Noel-Levitz, Inc. dated as of July 28, 1999 (Incorporated by
reference to Exhibit 10.6 to the Company's registration statement on
Form SB-2, as amended on Form S-1 filed on October 21, 1999, File No.
333-85079.)
10.6 Lease by and between Victoria S. Tarsagian and Web Services
International, Inc. dated as of July 29, 1996 (Incorporated by
reference to Exhibit 10.7 to the Company's registration statement on
Form SB-2, as amended on Form S-1 filed on October 21, 1999, File No.
333-85079.)
10.7 1999 Stock Option Plan (Incorporated by reference to Exhibit 10.9 to
the Company's registration statement on Form SB-2, as amended on Form
S-1 filed on October 21, 1999, File No. 333-85079.)
10.8 Stock Purchase Agreement, dated September 30, 1999, between
the Company and PNC Investment Corp. (Incorporated by reference to
Exhibit 10.10 to the Company's registration statement on Form SB-2, as
amended on Form S-1 filed on October 21, 1999, File No. 333-85079.)
10.9 Marketing Services and Administrative Agreement, dated
September 30, 1999, between the Company and PNC Bank, National
Association (Incorporated by reference to Exhibit 10.11 to the
Company's registration statement on Form SB-2, as amended on Form S-1
filed on October 21, 1999, File No. 333-85079.)
10.10 Lease dated September 22, 1999 between the Company and
Midview, LLC (Incorporated by reference to Exhibit 10.16 to the
Company's registration statement on Form SB-2, as amended on Form S-1
filed on October 21, 1999, File No. 333-85079.)
</TABLE>
14
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<C> <S>
27.1 Financial Data Schedule
</TABLE>
- ---------------
* Incorporated by reference to the similarly numbered Exhibits to the
Company's registration statement on Form SB-2, as amended on Form S-1 filed
on October 21, 1999, File No. 333-85079.
(1) Incorporated by reference from the Registrant's Form 8-K, Current Report,
filed March 18, 1999, and later amended on April 2, 1999.
(2) Incorporated by reference from the Registrant's Annual Report on Form 10KSB
(S.E.C. File No. 0-5388) filed December 31, 1998.
(3) Incorporated by reference from the Registrant's Form 8-K, Current Report,
filed April 27, 1999.
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 4,303,222
<SECURITIES> 0
<RECEIVABLES> 218,101
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,639,037
<PP&E> 291,296
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,181,622
<CURRENT-LIABILITIES> 969,320
<BONDS> 0
0
11,709,980
<COMMON> 9,846
<OTHER-SE> 6,035,664
<TOTAL-LIABILITY-AND-EQUITY> 13,181,622
<SALES> 266,085
<TOTAL-REVENUES> 266,085
<CGS> 0
<TOTAL-COSTS> 1,627,226
<OTHER-EXPENSES> 735,472
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,361,141)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,361,141)
<EPS-BASIC> (.14)
<EPS-DILUTED> (.14)
</TABLE>
