UNITED STATES
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 Report (Date of earliest event reported) MARCH 15, 2002
TICKETS.COM, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-27893 06-1424841
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
555 ANTON BOULEVARD, 11TH FLOOR, COSTA MESA, CALIFORNIA 92626
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 327-5400
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On March 15, 2002, Tickets.com, Inc. (the "Company") entered into a
letter agreement (the "Letter Agreement") by and between the Company and General
Atlantic Partners 74, L.P. (the "Purchaser"). Pursuant to the Letter Agreement,
the Purchaser in exchange for $1,000,000, purchased a senior promissory note
(the "Note") made by the Company in favor of the Purchaser. The Note was in the
principal amount of $1,000,000 and accrued interest at a rate of nine percent
per year. The Note was due and payable on April 15, 2002. On March 25, 2002, the
Company sold an aggregate of 8,474,576 shares of its Series G Senior Cumulative
Redeemable Convertible Participating Preferred Stock (the "Series G Preferred
Stock") and warrants (the "Warrants") to purchase 1,800,000 shares of its common
stock, at an exercise price of $2.36 per share, to the Purchaser and GAP
Coinvestment Partners II, L.P., and GapStar, LLC for an aggregate purchase price
of $20,000,000. The Company used a portion of the proceeds from the sale of the
Series G Preferred Stock and the Warrants to satisfy the Company's debt to the
Purchaser pursuant to the Note. The Note was cancelled on March 25, 2002 and
the Company has no further debt to the Purchaser under the Note.
The above is a summary of the principal terms of the Letter Agreement
and the Note and does not purport to explain all of the material terms of the
transaction. YOU SHOULD READ THE LETTER AGREEMENT AND THE NOTE, WHICH ARE FILED
AS EXHIBITS TO THIS REPORT, FOR A MORE DETAILED UNDERSTANDING OF THE TERMS OF
THE LETTER AGREEMENT AND THE NOTE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
4.1 Senior Promissory Note, dated March 15, 2002, made by the
Company in favor of the Purchaser.
10.1 Letter Agreement, dated March 15, 2002, by and between the
Company and the Purchaser.
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.
TICKETS.COM, INC.
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(Registrant)
Date: March 29, 2002 By /s/ Eric P. Bauer
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Name: Eric P. Bauer
Title: Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Senior Promissory Note, dated March 15, 2002, made by the
Company in favor of the Purchaser.
10.1 Letter Agreement, dated March 15, 2002, by and among the
Company and the Purchaser.