SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) June 12, 2000
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JagNotes.com Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-28761 88-0380546
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1415 Wyckoff Road, 2nd Floor, Farmingdale, New Jersey 07727
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (732) 919-0078
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(Former Name or Address, if Changed Since Last Report)
Item 5. Other Events.
On June 12, 2000, the Company closed a private sale of a convertible
debenture (the "Debenture"), in the principal amount of $2,500,000 due June 12,
2003 and bearing interest at 8% per year, which is convertible into shares of
common stock, par value $0.00001, of the Company ("Common Stock"), to CALP II
Limited Partnership, a Canadian investor (the "Investor"). The issuance of such
securities was exempt from registration under the Securities Act of 1933, as
amended, pursuant to Regulation S promulgated thereunder ("Regulation S").
On June 14, 2000, the Company entered into a $10,000,000 Equity Line of
Credit Agreement (the "Equity Line Agreement") with the Investor pursuant to
which the Company can put its shares, once registered with the Securities and
Exchange Commission ("SEC"), from time to time, at a purchase price equal to 85%
of the average of the five lowest closing bid prices for such shares over the
ten trading days preceding the sale of such shares, subject to volume
limitations based upon current trading volumes and market price per share. The
investments under the Equity Line of Credit Agreement will be made in reliance
upon Regulation S.
Placement agents and their counsel received a fee of 10% of the
principal amount of the Debenture and proceeds of the sale of shares under the
Equity Line Agreement, as well as five year warrants to purchase 275,000 shares
of Common Stock at $2.00 per share and payment of legal fees. In addition, the
Company is required to pay all the costs of registering with the SEC its shares
to be issued upon conversion of the Debenture, under its Equity Line Agreement
and upon exercise of its warrants.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
4.1 2000 8% Convertible Debenture, due June 12, 2003.
10.1 Securities Purchase Agreement, dated as of June 12, 2000, by and
between the Company and CALP II Limited Partnership with the following
schedules and exhibits attached thereto:
o Company Disclosure Schedule
o Exhibit A: Registration Rights Agreement,
dated as of June 12, 2000, by and between
the Company and CALP II Limited Partnership.
o Exhibit B: Escrow Agreement, dated as of June 12, 2000,
by and between Thompson Kernaghan and
Company, Ltd., May Davis Group, Inc. and
First Union National Bank.
o Exhibit C: Form of Warrant.
10.2 Equity Line of Credit Agreement, dated as of June 14, 2000, by and
between the Company and CALP II Limited Partnership with the following
schedules and exhibits attached thereto:
o Company Disclosure Schedule
o Exhibit A: Schedule of Investors
o Exhibit B: Form of Warrant
10.3 Placement Agency Agreement, dated as of June 12, 2000, by and between
the Company and Thompson Kernaghan and Company, Ltd.
10.4 Placement Agency Agreement, dated as of June 12, 2000, by and between
the Company and May Davis Group, Inc.
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.
JagNotes.com Inc.
Date: June 16, 2000 By: /s/ Gary Valinoti
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Name: Gary Valinoti
Title: President & CEO