SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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)
This amendment is being filed to include the proforma journal entries
to the proforma balance sheet that were inadvertently omitted from the Current
Report on Form 8-K filed by SmartServ on September 13, 2002. There are no other
changes.
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
Total current assets 496,718 3,246,460
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
2,005,419 2,005,419
Total Assets 5,062,255 7,467,949
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
Total current liabilities 2,430,480 2,183,993
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 paidin 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
Total stockholders' equity (deficit) (4,254,844) 4,620,493
Total Liabilities and Stockholders' Equity 5,062,255 10,690,641 10,690,641 7,467,949
SMARTSERV ONLINE, INC.
PROFORMA JOURNAL ENTRIES
EQUITY FINANCING AND HEWLETT-PACKARD TRANSACTION
JULY 31, 2002
(1)
Cash 3,544,346
Common Stock 38,842
Additional Paid-in Capital 3,505,504
(Record the Issuance of 3,844,209 Shares of Common Stock for $3.544M)
(2)
Additional Paid-in Capital 294,604
Cash 294,604
(Record Fees Associated with Funding)
Finders' Fees 248,104
Legal Fees 46,500
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294,604
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(3)
Note Payable - HP 500,000
Cash 500,000
(Record Settlement Payment)
(4)
Gain on Debt Extinguishment 344,048
Equipment 344,048
(Record Return of HP equipment)
(5)
Accrued Interest Payable 246,487
Gain on Debt Extinguishment 246,487
(Record Settlement of Accrued Interest Portion of HP Debt)
(6)
Loan Payable - HP 5,723,156
Gain on Debt Extinguishment 5,723,156
(Record Gain on the Extinguishment of HP Debt)
(7)
Gain on Debt Extinguishment 38,000
Additional Paid-in Capital 38,000
(Record Issuance of Warrants to Purchase 50,000 shares of Common Stock)
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10,690,641 10,690,641
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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*
* Incorporated by reference to SmartServ's Current Report on Form
8-K, dated September 9, 2002, filed by the Company on September 13,
2002.
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: December 11, 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
Exhibits 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*
* Incorporated by reference to SmartServ's Current Report on Form 8-K,
dated September 9, 2002, filed by the Company on September 13, 2002.