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) January 29, 2001
FIRST ECOM.COM, INC.
Exact Name of Registrant as Specified in Charter)
Nevada 0-27753 98-0206979
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
902 Henley Building, 5 Queen's Road Central, Hong Kong SAR
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (852) 2801-5181
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(Former Name or Former Address, if Changes Since Last Report)
Item 5. Other Events
On December 22, 2000 First Ecom.com Inc. (Nasdaq:FECC - news; Bermuda Stock
Exchange:FECC.) (BERLIN:FECC.), a global provider of electronic payment
processing solutions, issued a statement concerning the Company's operations
during the period January through December 2000.
"The Company was presented with some significant challenges during the past
twelve months," said Mr. Gregory Pek, President and co-Chief Executive Officer
of First Ecom. "Some we overcame, while some are now actively being pursued. Our
successes in 2000 bode well for the future of the Company. The bringing online
of Wing Hnag Bank and International Bank of Asia (IBA) in Hong Kong during
September and December, respectively, were our two biggest operations successes.
We are pioneering third party electronic payment processing in Asia. In many
respects we are creating a new market. But we have proved that the First Ecom
e-payment processing solution works and there are a number of banks that have
expressed interest in working with us during 2001. These banks have discovered
that it takes a lot of time, energy, expertise, money and resources to create a
successful e-commerce payment processing solution. First Ecom has a solution
that banks can implement easily, on a global scale and without it being a
substantial drain on their human, technical and financial resources."
Mr. Pek continued, "The overall business environment has changed, but we
are pursuing many opportunities which certainly still exist. Some of our lack of
progress during the year was due to the changing business environment, while
some of it was attributable to the management changes at the Company in June
2000."
The then newly appointed Chairman of the Company, Ermanno Pascutto added,
"the board of directors has recently begun to play a more active role in
management and has taken steps to improve overall Company efficiency. The board
is taking further measures to strengthen the management of the Company in
conjunction with the previously announced business review." He further noted
that, "During 2000 First Ecom made a number of announcements concerning the
signing of memoranda of understanding and letters of intent with various
companies. The board believes that a more conservative approach to public
relations is preferable in the future."
Merchant Accounting and Reporting System (MARS)
As an example of the Company's progress Mr. Pek went on to explain that the
Company had recently completed the development and release of an enhanced
version of its easy-to-use, browser-based, Merchant Accounting and Reporting
System (MARS).
MARS 2.1, the second generation of MARS, is a robust transaction management
system that provides banks and their e-merchants with a total e-payment
management solution. MARS includes four new system enhancements specifically
designed to provide banks and their merchants with more tailored options to
facilitate easier and faster settlement. These enhancements include recurring
billing, daily volume limit control, automated settlement and courier settlement
interface.
Mr. Pek added, "The courier settlement interface is a particularly
satisfying development. The new MARS 2.1 has the capability to automatically
send requests to any courier's online tracking system to obtain the latest
shipment status for merchants' online orders that are authorized through the
First Ecom payment gateway. Banks and their merchants' benefit from the
independent verification that ordered goods have been shipped, providing
increased security and reducing the costs associated with fraud and
chargebacks."
Project Update
"The business model of First Ecom is simple," said Mr. Pek. "We aim to
provide banks with an e-commerce processing solution to meet their needs,
whether this be on an overall outsourced basis or one that will meet more
specific needs. To help us do this we are continually searching for new and
improved ways to facilitate secure and reliable e-payment transaction processing
and new partners to help us implement our solutions. Some partnerships thrive,
others wither."
Mr. Pek stated that while recent successes such as IBA and the MARS 2.1
release are encouraging, other projects such as JETCO banking consortium in Hong
Kong and Financial Information Services Co., Ltd. (FISC) in Taiwan had not
produced results. With regards to the Company's cooperation with FISC, Mr. Pek
stated that First Ecom met its obligations under the terms of the Letter of
Intent it signed with FISC in May. For its part, FISC did not progress with
regards to cementing its relationship with First Ecom and so the Company ceased
work on the FISC project.
Mr. Pek said that an example of a successful partnership and product
development during 2000 include the First Ecommerce Data Services (FEDS) joint
venture with the Bank of Bermuda and the addition of Wireless Markup Language
(WML) protocol to the Company's range of processing solutions. The addition of
the WML protocol means that the merchants of First Ecom Enabled banks can now
support credit card transactions from Wireless Application Protocol (WAP)
enabled devices such as mobile phones.
Mr. Pek noted however, that other previously announced projects such as
those involving Edge Tech Limited, FedEx, and uniView Technologies have not
progressed as quickly as forecast. No binding agreements have been signed to
date, but further negotiations are in progress with Edge Tech, FedEx and uniView
and the Company expects to continue to work with these companies during 2001.
Financings & Nasdaq Listing
Other accomplishments during 2000 included First Ecom receiving approval in
June from NASDAQ for a full National Market System Listing of its common stock
under the ticker symbol "FECC", a successful private placement of shares that
injected US $30 million into the Company. The year also saw the strengthening of
the Company's relationship with the Bank of Bermuda, which increased its
investment in First Ecom by US $7.8 million to over ten percent of the Company,
as well as the establishment of the 50-50 joint venture First Ecommerce Data
Services, a transaction
that closed in September after receipt of Bermuda Government regulatory
approval. FEDS is a Bermuda based independent third party processor that
provides financial institutions and their merchants with a multi-currency,
advanced electronic payment solution.
Mr. Pek concluded, "I think it is fair to say that while 2000 had some
highs, First Ecom did not achieve many of the goals it had set, having lost
momentum during the middle of the year under previous management. But the fact
remains that First Ecom has proven technology, a strong cash position
(approximately US$30 million as of November 30, 2000) and a new lower `burn
rate' that gives us a number of years to gain market share. With the changes we
have made, the Company can go forward into 2001 with a renewed sense of
optimism, but one that is based on f a firm foundation of realism.
Results of 2000 Annual Meeting of Stockholders
First Ecom held its 2000 Annual Meeting of Stockholders on Friday, January
19, 2001 at the Pacific Place Conference Centre, Annapurna Room, 88 Queensway,
Hong Kong, SAR. During the meeting, First Ecom stockholders elected Gregory Pek,
Ravi Daswani, Douglas Moore, Ian Robinson, James Pratt and Eric Pinkney to serve
as directors until the next annual meeting or until their respective successors
are elected and qualified. Ermanno Pascutto, who had been nominated to the board
of directors, declined to stand for election for personal reasons. Stockholders
also ratified the appointment of Deloitte Touche Tohmatsu as independent public
accountants for the Company's current fiscal year.
Mr. Ian Robinson, Vice Chairman of the Board, began the meeting with an
overview of the Company's operations during the past year and its plans for the
future. Mr. Robinson said, "Our achievements were not what we had hoped for last
year. There are, however, positive signs that the Company can prosper. During
the last twelve months First Ecom has grown both as a company and in what it can
offer to its clients." Mr. Robinson went on to explain that the changes the
company made during the end of 2000 and those that it plans to make during the
beginning of this year bode well for the future of the company and that 2001
will be a year of growth for First Ecom.
Following the Annual Meeting, the newly appointed Directors held a Board meeting
in which Ian Robinson was elected Chairman of the Board and Eric Pinkney was
elected Vice-Chairman. These appointments are effective immediately.
About First Ecom
As a global provider of electronic payment processing, First Ecom provides
secure, easy-to-implement and low-cost online payment processing services to
banks and their merchants worldwide. Through strategic partnerships with banks,
ISPs, e-commerce product suppliers, system integrators and storefront solution
providers, First Ecom will process credit card transactions made over the
Internet in multiple currencies, either domestically or offshore in a
tax-neutral jurisdiction.
Certain statements contained herein are "forward-looking" statements (as such
term is defined in the Private Securities Reform Act of 1995). Because such
statements include risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements. For a
discussion of some of these risks and uncertainties, please refer to the
company's other SEC filings, which contain additional discussion about those
factors which could cause actual results to differ from management's
expectations. The company specifically disclaims any obligation to update the
statements contained in this filing.
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.
FIRST ECOM.COM, INC.
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(Registrant)
Date January 29, 2000 By /s/ Kenneth G.C. Telford
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(Signature)
Kenneth G.C. Telford, Secretary and
Chief Financial Officer