SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of earliest event reported: January 19, 2001
Stockgroup.Com Holdings, Inc.
(Exact name of registrant as specified in its charter)
Colorado 000-23687 84-1379282
(State of Incorporation) (Commission File Number) (IRS Identification No.)
500-750 W. Pender Street, Vancouver, British Columbia, Canada V6C 2T7
(Address of principal executive offices)(Zip Code)
(604) 331-0995
(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. OTHER EVENTS
Financing Arrangement
On January 19, 2001, Stockgroup.com Holdings, Inc. ("STOCKGROUP") closed a
$0.5 million financing from seven unaffiliated investors pursuant to a
Securities Purchase Agreement dated January 19, 2001.
The funding included $0.5 million of 3% Convertible Notes (the "Notes"),
and 4-year Callable Warrants (the "Warrants"). The Warrants were issued on a
pro-rata basis, with each Note-holder receiving 1 Series A Warrant for each
dollar of Notes purchased and 3 Series B Warrants for each five dollars of Notes
purchased. The Notes mature on December 31, 2003 and are convertible into
STOCKGROUP common shares upon the earlier to occur of March 25, 2001, or the
effective date of the registration of the shares issuable upon conversion of the
Notes and exercise of the Warrants.
The maximum and minimum conversion prices for the Notes are $1.00 (the
"Maximum Conversion Price") and $0.50 (the "Minimum Closing Price")
respectively, and the exercise price (the "Exercise Price") of the Warrants is
$1.00 per share for the Series A Warrants and $2.00 per share for the Series B
Warrants. The actual conversion price of the Notes will be determined upon
receipt of a conversion notice and will be the lesser of (a) the Maximum
Conversion Price, or (b) 80% of the 2 lowest closing prices of STOCKGROUP's
common shares during the 10 trading days prior to the date of conversion, but in
no case less than the Minimum Conversion Price.
The Maximum and Minimum Conversion Prices and the Exercise Price are
subject to adjustment upon the happening of certain events, such as the payment
of a stock dividend, a stock split, a corporate merger or spin-off, or the
issuance of securities at a price below the conversion price. Interest accrues
on the Notes at the rate of 3% per annum, and is payable on each conversion
date, at the end of each calendar quarter and at maturity. Interest may be paid
in the form of cash or shares (which shares, if any, will be included in the
registration statement to be filed), at STOCKGROUP's option. The Warrants permit
the holders to acquire up to an aggregate of 800,000 STOCKGROUP common shares.
STOCKGROUP has agreed to file a registration statement covering these
shares, the shares underlying the Notes, and the shares issuable, if any, in
payment of interest on the Notes. There was no placement agent in the
transaction.
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.
Stockgroup.com Holdings, Inc. (Registrant)
Dated: January 29, 2001 By: /s/ Lindsay Moyle
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Lindsay Moyle, Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
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4.1 Securities Purchase Agreement
4.2 Form of Debenture
4.3 Registration Rights Agreement
4.4 Form of Warrant
99.1 Press Release