SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 15, 2001
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(Date of Earliest Event Report)
December 5, 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)
Item 5. Other Events
On October 5, 2001 Network Commerce Inc. (the "Company") issued a drawdown
notice to Cody Holdings, Inc. ("Cody Holdings") in connection with the Common
Stock Purchase Agreement dated July 10, 2001 (the "Agreement") evidencing an
equity draw down facility between Cody Holdings and the Company. This notice
offered to sell up to $25,000 of the Company's common stock to Cody Holdings
based on the formula in the Agreement, during the 22-day period beginning on
October 8, 2001 and ending on November 6, 2001, but at not less than $0.10 per
share. During the 22-day period, Cody Holdings purchased a total of 226,760
shares of the Company's common stock at an average purchase price of $.10 per
share. These purchases resulted in aggregate proceeds of $20,364 being paid by
Cody Holdings and released from escrow to the Company. GKN Securities Corp.
received $1,364 as a placement fee in connection with this drawdown. The Company
expects to use the proceeds of this sale of common stock to Cody Holdings for
general corporate purposes, including working capital.
In connection with the drawdown, the Company filed a Prospectus Supplement
on November 16, 2001 pursuant to Rule 424(b)(3) promulgated under the Securities
Act of 1933.
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: December 5, 2001 By /s/ N. Scott Dickson
N. Scott Dickson
Chief Financial Officer
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