SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 10, 2001
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(Date of earliest event reported)
July 30, 2001
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(Date of report)
NETWORK COMMERCE INC.
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(Exact Name of Registrant as Specified in Charter)
Washington 000-26707 91-1628103
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
411 First Avenue South, Suite 200 North, Seattle, WA 98104
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(Address of Principal Executive Offices, including Zip Code)
(206) 223-1996
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
This Form 8-K/A amends the current report on Form 8-K of Network Commerce
Inc. filed July 16, 2001 to include in Item 5 certain exhibits to the Common
Stock Purchase Agreement entered into between Network Commerce Inc. and Cody
Holdings, Inc. attached hereto as Exhibit 10.1.
Item 5. Other Events
On July 10, 2001, Network Commerce Inc. (the "Company") entered into a
Common Stock Purchase Agreement (the "Agreement") with Cody Holdings Inc. (the
"Investor") to provide the Company with up to $18,000,000 in equity financing
(the "Equity Line"). Under the Agreement, the Company will have the right, but
not the obligation during the 18-month term of the Agreement, to obtain equity
financing through the issuance of Common Stock to the Investor in a series of
periodic draw downs at a discount to the market price at the time of sale to the
Investor. The shares of Common Stock may be sold to the Investor during this
period at times and in amounts, subject to certain minimum and maximum volumes,
determined at the discretion of the Company. The Company has agreed to file a
registration statement, within 45 days following the execution of the Agreement,
covering the resale of any shares purchased by the Investor under theEquity
Line, and the warrants described below, and to maintain the effectiveness of
such registration statement to permit the resale. If the Company chooses to draw
down on the Equity Line, it will use the proceeds of the financing for general
corporate purposes.
In connection with the Equity Line, the Company also issued to Cody
Holdings Inc. a warrant to purchase up to 350,000 shares of the Company's Common
Stock at an exercise price of $0.57 per share (the "Warrants"). The Warrant has
a term of five years and the exercise price of the Warrant is subject to
antidilution adjustments. The Company also issued warrants to purchase 350,000
shares of the Company's Common Stock at an exercise price of $0.57 per share to
a placement agent, and certain of its affiliates, as a finder's fee ("Placement
Agent Warrants"). The Placement Agent Warrants also have a term of five years.
The Warrant and the Placement Agent Warrants and the Common Stock issuable upon
the exercise of such warrants were not registered under the Securities Act of
1933, and were granted pursuant to an exemption set forth in Section 4(2)
thereunder.
The agreements signed in connection with the Equity Line are filed as
exhibits to this report and are incorporated into this report by reference. This
summary of the terms of the Equity Line is not complete, and you should refer to
the exhibits for copies of the actual agreements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
10.1 Common Stock Purchase Agreement dated as of July 10, 2001 between
Network Commerce Inc. and Cody Holdings Inc.
10.2 Stock Purchase Warrant dated as of July 10, 2001 executed by Network
Commerce Inc. in favor of GKN Securities Corp.
10.3 Stock Purchase Warrant dated as of July 10, 2001 executed by Network
Commerce Inc. in favor of Brandon Ross.
10.4 Stock Purchase Warrant dated as of July 10, 2001 executed by Network
Commerce Inc. in favor of Jorge Tabuas.
10.5 Stock Purchase Warrant dated as of July 10, 2001 executed by Network
Commerce Inc. in favor of Lisa McInnes.
SIGNATURE
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.
NETWORK COMMERCE INC.
Dated: July 30, 2001 By /s/ Dwayne Walker
Dwayne Walker
President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
10.1 Common Stock Purchase Agreement dated as of July 10, 2001 between
Network Commerce Inc. and Cody Holdings Inc.
10.2 Stock Purchase Warrant dated as of July 10, 2001 executed by Network
Commerce Inc. in favor of GKN Securities Corp.
10.3 Stock Purchase Warrant dated as of July 10, 2001 executed by Network
Commerce Inc. in favor of Brandon Ross.
10.4 Stock Purchase Warrant dated as of July 10, 2001 executed by Network
Commerce Inc. in favor of Jorge Tabuas.
10.5 Stock Purchase Warrant dated as of July 10, 2001 executed by Network
Commerce Inc. in favor of Lisa McInnes.