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): May 24, 2000
ZeroPlus.com, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 000-20865 52-1929282
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION IDENTIFICATION NO.)
OR ORGANIZATION
12800 MIDDLEBROOK ROAD, SUITE 200
GERMANTOWN, MARYLAND 20874
(301)601-8700
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (301)601-8700
Not applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
ZeroPlus.com, Inc. announced that it is one of three service providers in the
VOIP industry that have signed multi-year marketing alliances with PriceLine
Long Distance L.L.C., a wholly-owned subsidiary of industry giant
priceline.com, to provide customers with Name Your Own Price-SM- long
distance telephone services. Terms of ZeroPlus.com's agreement with PriceLine
Long Distance uniquely establish PriceLine Long Distance as both a strategic
partner of and an investor in ZeroPlus.com. Of the nearly four million
dollars to be paid to Priceline Long Distance over the three years of the
agreement, slightly over one half will be paid in the form of approximately
345,000 shares of ZeroPlus.com stock. Of these shares, approximately 130,000
will vest during the first year of the agreement, approximately 85,000 will
vest during the second year of the agreement and approximately 130,000 will
vest during the third year of the agreement, all assuming that Priceline Long
Distance meets its agreed program parameters.
The different types of services the companies intend to develop to meet the
specific needs of Priceline include:
- - A Domestic Phone service that will allow Priceline Long Distance's
customers to access the ZeroPlus.com network via a local dial-up
number or a toll-free number for a flat rate, regardless of time or day,
- - An International, country-specific phone service that will allow Priceline
Long Distance customers to call pre-specified countries,
- - A "Call Anywhere" service that will allow Priceline Long Distance customers
to call anywhere in the world, regardless of time or day.
ZeroPlus.com expects to begin participating in the Priceline Long Distance
services no later than February 2001, if and when it satisfies its agreed
initial program parameters.
The preceding paragraphs include forward-looking statements which that risks
and uncertainties and depend upon certain assumptions, some of which may be
beyond ZeroPlus.com's control. Therefore, actual results may differ
materially from these statements. All such statements are qualified by those
risks, uncertainties and assumptions, which include, but are not limited to,
the cautionary statements set forth in Part I, Item 1 of our most recent
Annual Report on Form 10-KSB, as amended, under "Forward Looking and
Cautionary Statements," and the cautionary statements set forth in Part I,
Item 2 of our succeeding Quarterly Reports on Form 10-QSB, under "Other -
Future Operating Results". Accordingly, there can be no assurance with regard
to such statements.
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 thereunto duly authorized.
Date: May 26, 2000
ZeroPlus.com, Inc.
By: /s/ DONALD J. SHOFF
-------------------
Donald J. Shoff
Vice President of Finance and
Chief Accounting Officer