UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 19, 2004
SmartServ Online, Inc.
--------------------------------
(Exact Name of Registrant as Specified in its Charter)
----------------------------------------------------------
Delaware 0-28008 13-3750708
------------------------------- -------------- -------------------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
2250 Butler Pike, Suite 150, Plymouth Meeting, Pennsylvania 19462
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (610) 397-0689
N/A
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
Item 1.01 Entry into a Material Definitive Agreement
SmartServ Online, Inc. (the "Company") entered into a Stock Purchase Agreement
by and among Nimesh Patel, Ashok Patel and Kala Patel (collectively, the
"Sellers") and the Company, dated December 19, 2004 ("Agreement"). The Agreement
provides that the Company will acquire all of the outstanding shares of KPCCD,
Inc. ("KPCCD") from its three shareholders, the Sellers, in exchange for
1,000,000 shares of common stock of the Company, $.01 par value per share
("Common Stock"). KPCCD is a New York City-based distributor of international
prepaid calling cards.
The closing of the transactions contemplated by the Agreement is subject to
various conditions, including, among other things, completion of schedules to
the Agreement and execution and delivery of various closing documents. The
closing is expected to be completed in January of 2005.
Item 3.02 Unregistered Sale of Equity Securities
Pursuant to the terms of the Agreement, on December 19, 2004 the Company agreed
that it will issue 1,000,000 shares of Common Stock in the aggregate to the
Sellers upon the closing of the transactions contemplated by the Agreement.
These shares are being issued by the Company as consideration for the purchase
of all of the outstanding shares of KPCCD. As described above, the closing (and
the related grant of these shares) is subject to various closing conditions as
set forth in the Agreement. These shares are expected to be issued in reliance
upon the exemption from registration provided by Section 4(2) of the Securities
Act of 1933, as amended. Each Seller is an accredited investor and had access to
our most recent Form 10-KSB/A, all quarterly and other periodic reports filed
subsequent to such Form 10-KSB/A and our most recent proxy materials.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements that involve
risks and uncertainties. Forward-looking statements in this document and those
made from time-to-time by the Company are made under the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements concerning future plans or results are necessarily only estimates and
actual results could differ materially from expectations. Certain factors that
could cause or contribute to such differences are described from time to time in
the Company's filings with the Securities and Exchange Commission, including but
not limited to, the "Risk Factors" described under the heading "Certain Factors
That May Affect Future Results" in the Company's Annual Report on Form 10-KSB/A
for the year ended December 31, 2003 and other SEC filings.
2
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.
SMARTSERV ONLINE, INC.
Dated: December 22, 2004 By: /s/ Robert M. Pons
Robert M. Pons,
Chief Executive Officer
3
