SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 24, 2003
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INNOTRAC CORPORATION
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(Exact name of Registrant as Specified in its Charter)
Georgia 000-23741 58-1592285
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(State or other Jurisdiction of (Commission File (IRS Employer
Incorporation or Organization) Number) Identification No.)
6655 Sugarloaf Parkway
Duluth, Georgia 30097
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (678) 584-4000
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On November 21, 2003, the Board of Directors of Innotrac Corporation (the
"Company") authorized Amendment No. 3 to the Rights Agreement dated as of
December 31, 1997 between the Company and SunTrust Bank, as rights agent, as
previously amended by Amendment No. 1, dated as of November 30, 2000, and
Amendment No. 2, dated August 14, 2003 (the "Rights Agreement"). The Company and
SunTrust Bank executed Amendment No. 3 on November 24, 2003.
Pursuant to Amendment No. 3, David Dadante ("Dadante"), who is the general
partner of IPOF Fund, an Ohio limited partnership ("IPOF," and together with
Dadante, referred to herein as the "IPOF Group"), the IPOF Fund and the IPOF
Group shall not be deemed to be an "Acquiring Person" under the Rights
Agreement--that is, will not trigger the distribution and exercisability of the
preferred stock purchase rights under the Rights Agreement--unless and until the
earlier of such time as the IPOF Group, together with all its affiliates and
associates, (i) directly or indirectly, becomes the beneficial owner of more
than 40% of the Company's common stock then outstanding or (ii) ceases to hold
any of the common stock which it beneficially owns without any intention of
changing or influencing control of the Company. IPOF Fund has indicated to the
Company that it currently owns 2,800,500 shares, or 24.2% of the total common
stock outstanding. The Rights Agreement continues to provide that all other
shareholders must secure Board approval before acquiring beneficial ownership of
more than 15% of the common shares outstanding; otherwise the Rights Agreement
would be triggered.
Amendment No. 2 to the Rights Agreement had previously introduced the
exception from the definition of "Acquiring Person" for the IPOF Group described
in the preceding paragraph, except that the IPOF Group, together with all its
affiliates and associates, could become the beneficial owner of up to 25% of the
Company's common stock then outstanding without triggering the Rights Agreement
under that previous amendment. Amendment No. 1 provided for the appointment of
SunTrust Bank as a successor rights agent and amended the Rights Agreement in
certain other particulars.
This summary of the Rights Agreement, including the Amendments described
herein, does not purport to be complete and is qualified in its entirety by the
full text of the Rights Agreement and its Amendments filed with the Commission
and incorporated herein by reference.
In addition, on November 24, 2003, the Company amended its Agreement dated
August 14, 2003 with the IPOF Group. A copy of that amendment is filed herewith
as Exhibit 10.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired:
None.
(b) Pro Forma Financial Information:
None.
(c) Exhibits:
Exhibit No. Description
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10.1 Amendment No. 1, dated November 24, 2003 to the Agreement
entered into as of August 14, 2003 between IPOF Fund, L.P., an
Ohio limited partnership, David Dadante, and the Company
(filed pursuant to Item 5 of this Form 8-K)
99.1 Press Release of the Company dated November 24, 2003
announcing amendment of Rights Agreement (filed pursuant to
Item 9 of this Form 8-K)
ITEM 9. REGULATION FD DISCLOSURE
On November 24, 2003, the Company issued a press release to announce the
amendment of its Rights Agreement. A copy of the press release is attached as
Exhibit 99.1.
The information furnished under this Item 9 of Form 8-K, including Exhibit
99.1 attached hereto, is not deemed "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, or is otherwise subject to the liabilities
of that section. It may only be incorporated by reference in another filing
under the Exchange Act or Securities Act of 1933 if such subsequent filing
specifically references the information or Exhibit furnished pursuant to this
Item 9.
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.
INNOTRAC CORPORATION
By: /s/ David L. Gamsey
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David L. Gamsey
Senior Vice President,
Chief Financial Officer and
Date: November 24, 2003 Secretary