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
Date of Report (Date of earliest event reported): September 9, 2002
SMARTSERV ONLINE, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-28008 13-3750708
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
Metro Center, One Station Place, Stamford, Connecticut 06902
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 353-5950
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
SmartServ Online, Inc. ("SmartServ") announced on September 10, 2002
that it completed a $3.5 million private placement financing (the "Financing")
whereby SmartServ sold common stock and warrants to several accredited
investors.
SmartServ also announced that it has restructured approximately $7
million in vendor financing debt with the Hewlett-Packard Company ("HP").
Pursuant to the restructured loan terms, HP will forgive all outstanding
principal and interest in exchange for (a) the payment of $1 million in cash
over the next six months, (b) a warrant to purchase 50,000 shares of SmartServ
common stock, and (c) the return of certain HP equipment.
SmartServ also announced that as part of its overall expense reduction
program, and in an effort to focus its resources on meeting growing demand for
its products and services throughout North America, SmartServ closed its sales
offices in Hong Kong and the United Kingdom, and will be terminating its
previously announced agreements in Hong Kong.
The callable warrants issued to Vertical Ventures LLC and Bonanza
Master Fund, Ltd. (the "Investors") in the private placement to the Investors on
June 5, 2002, were called by SmartServ and not exercised by the Investors. As a
result, the warrants expired by their terms on September 11, 2002 at 6:30 p.m.
eastern time.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Pro-Forma Balance Sheet for SmartServ as at July 31, 2002.
SMARTSERV ONLINE, INC.
PROFORMA BALANCE SHEET
EQUITY FINANCING AND HEWLETT-PACKARD TRANSACTION
JULY 31, 2002
JULY 2002 JULY 2002
UNAUDITED PROFORMA
BALANCE PROFORMA ADJUSTMENTS BALANCE
SHEET DR. CR. SHEET
ASSETS
Current Assets
Cash and cash equivalents 116,796 (1),(2) 3,544,346 294,604
(3) 500,000 2,866,538
Accounts receivable 108,272 108,272
Prepaid expenses and miscellaneous receivables 271,650 271,650
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Total current assets 496,718 3,246,460
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Property and equipment, net of accumulated
Depreciation 2,560,118 (4) 344,048 2,216,070
Other assets
Capitalized software costs 1,014,135 1,014,135
Due from officer 500,000 500,000
Security deposit 491,284 491,284
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2,005,419 2,005,419
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Total Assets 5,062,255 7,467,949
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses 2,183,993 2,183,993
Accrued interest payable - HP 246,487 (5) 246,487 0
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Total current liabilities 2,430,480 2,183,993
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Deferred revenues 163,463 163,463
Note payable - HP 6,723,156 (3) 500,000
(6) 5,723,156 500,000
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock - $.01 par value 70,925 (1) 38,842 109,767
Additional paid-in capital 69,844,190 (2),(1) 294,604 3,505,504
(7) 38,000 73,093,090
Notes receivable from officers (666,841) (666,841)
Unearned compensation (10,300) (10,300)
Accumulated deficit (73,492,818) (73,492,818)
Gain on Extinguishment of HP Debt (4),(5) 344,048 246,487
(7),(6) 38,000 5,723,156 5,587,595
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Total stockholders' equity (deficit) (4,254,844) 4,620,493
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Total Liabilities and Stockholders' Equity 5,062,255 10,690,641 10,690,641 7,467,949
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(b) Exhibits
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99.1 Press Release dated September 10, 2002
99.2 Stock Purchase Agreement, dated September 9, 2002, among
SmartServ and the investors listed on schedule A (the
"Investors") thereto
99.3 Registration Rights Agreement, dated September 9, 2002 among
SmartServ and the Investors
99.4 Form of Warrant to the Investors
99.5 Settlement and Amendment Agreement, dated September 6, 2002
among SmartServ and Hewlett-Packard Company
99.6 Form of Warrant to Hewlett-Packard Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: September 13, 2002
SmartServ Online, Inc.
By: /s/ Thomas W. Haller
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Name: Thomas W. Haller
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated September 10, 2002
99.2 Stock Purchase Agreement, dated September 9, 2002, among
SmartServ and the investors listed on schedule A (the
"Investors") thereto
99.3 Registration Rights Agreement, dated September 9, 2002
among SmartServ and the Investors
99.4 Form of Warrant to the Investors
99.5 Settlement and Amendment Agreement, dated September 6, 2002
among SmartServ and Hewlett-Packard Company
99.6 Form of Warrant to Hewlett-Packard Company