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: April 27, 1999
CYTATION.COM INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
NEW YORK
(State or Other Jurisdiction of Incorporation)
0-5388 16-0961436
(Commission File Number) (I.R.S. Employer Identification Number)
809 Aquidneck Avenue, Middletown, RI 02842
(Address of Principal Executive Offices) (Zip Code)
(800) 275-5895
(Registrant's Telephone Number, Including Area Code)
2
INFORMATION INCLUDED IN THIS REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEMS 3 THROUGH 4, 6 THROUGH 9 NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
(i)
A Series A Convertible Preferred Stock Purchase Agreement (the "Agreement")
was executed on the 2nd day of April, 1999, by and between CYTATION.COM
INCORPORATED, a New York corporation (the "Company" and/or "Registrant"), and
the persons listed on Exhibit 1 to the Agreement who are signatories (the
"Investors") as follows:
Exhibit 1
LIST OF INVESTORS
Name Number of Shares
The Provident Companies, Inc. 750,000
1 Fountain Square
Chattanooga, TN 37402
Attn: James A. Ramsay
Subject to the terms and conditions of the Agreement, a copy of which is
attached hereto at Exhibit 20.1, the Investors agreed to purchase 750,000
shares of Series A Convertible Preferred Stock (the "Series A Preferred
Shares") of the Company at a purchase price of $4.00 per share.
The initial purchase and sale of the Series A Preferred Shares being purchased
by the Investors took place on April 2, 1999. Additional closings, upon
substantially identical terms and conditions as those contained herein, may be
held until Series A Preferred Shares having an aggregate purchase price of
$10,000,000 have been sold, provided that all of such closings are held on or
prior to June 30, 1999. Except as provided in the Agreement, the Company may
not issue additional Series A Preferred Shares or warrants, options or other
rights to acquire Series A Preferred Shares without the prior written approval
of holders of at least two-thirds of the outstanding Series A Preferred Shares
purchased under this Agreement.
The Company agrees to use the proceeds from the sale of the Series A Preferred
Shares for working capital purposes, for the repayment of outstanding
obligations and for the reduction of trade debt.
(ii)
Reference is made to the Safe Harbor Compliance Statement, attached hereto
as Exhibit 99.1, as prescribed by the Private Securities Litigation Reform Act
of 1995, Safe Harbor Compliance Statement for Forward Looking Statements.
(iii)
Reference is made to the press release issued to the public by the
Registrant on April 7, 1999, the text of which is attached hereto as Exhibit
99.2, for a description of the events reported pursuant to this Form 8 K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
- ---------------------------------
Not Applicable
INDEX TO EXHIBITS
EXHIBIT NO DESCRIPTION
x 20.1 Series A Convertible Stock Purchase Agreement, dated April
2, 1999, between Cytation.com Incorporated and Provident
Life and Accident Insurance Company
x 20.2 Provident Life and Accident Insurance Company Receipt
x 20.3 Designation of Rights and Preferences for Series A
Convertible Preferred Stock, as issued by Cytation.com
Incorporated in connection with a $10,000,000 "accredited
investor" private placement,
x 27 Financial Data Schedule
x 99.1 Safe Harbor Compliance Statement
x 99.2 Text of press release dated April 7, 1999
____________________________________
x Filed herewith.
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.
CYTATION.COM INCORPORATED
/s/ Kevin J. High
DATE: April 27, 1999 By: KEVIN J. HIGH
Name: KEVIN J. HIGH
Title:President