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 12, 2000
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BIDHIT.COM, INC.
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(Exact name of registrant as specified in charter)
Nevada 000-27685 91-1973193
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Suite 204, 18702 North Creek Parkway, Bothell, Washington 98011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (425) 424-3660
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On May 12, 2000, EZ Acquisition Corporation, a Delaware corporation
("Merger-Sub"), and wholly-owned subsidiary of Bidhit.com, Inc., a Nevada
corporation (the "Company"), merged (the "Merger") with and into EZBid, Inc.,
a Delaware corporation ("EZBid"), pursuant to an Agreement and Plan of Merger
dated April 21, 2000 (the "Merger Agreement"). EZBid operates a
consumer-based on-line auction website and, prior to the Merger, was a
subsidiary of Systemax Inc. ("Systemax").
Pursuant to the terms of the Merger Agreement, the Company issued
5,734,895 shares of its authorized but unissued common stock to the former
holders of EZBid common stock based on a conversion ratio of 14,337.2375
shares of the Company's common stock for each share of EZBid common stock
issued and outstanding as of the effective time of the Merger. The total
shares issued to the former EZBid stockholders represents approximately 30.7%
of the outstanding common stock of the Company following the Merger.
Systemax received 5,391,523 of the shares issued to the former shareholders
of EZBid, representing approximately 28.9% of the outstanding stock of the
Company. 573,490 of the shares issued in connection with the acquisition are
subject to the terms of an Escrow Agreement entered into contemporaneously
with the Merger Agreement and are subject to forfeiture by the former
shareholders of EZBid in the event of breaches of the Merger Agreement. Under
the terms of the Merger Agreement, the Company and Systemax agreed to enter
into a co-marketing agreement and Systemax was also given the right to
appoint two designees to the Company's Board of Directors.
In connection with the Merger, Systemax also advanced Two Hundred
Thousand Dollars ($200,000.00) to the Company evidenced by a promissory note
due May 12, 2001 bearing interest at a rate of nine percent (9%) per annum,
and which is secured by substantially all of the assets of EZBid. The
promissory note is automatically converted into common stock of the Company
upon the Company closing a financing of $2.8 million within six (6) months
from the date of the Note.
Item 7. Financial Statements and Exhibits.
The Financial Statements and pro forma financial information required to
be included as part of this Report will be filed by amendment not later than
July 11, 2000.
EXHIBIT LIST.
2.1 Agreement and Plan of Merger dated April 21, 2000(1)
2.2 Waiver and Amendment Agreement dated May 11, 2000
2.3 Promissory Note dated May 12, 2000
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1 The Company undertakes to file supplementally a copay of any schedule to
the Agreement and Plan of Merger to the SEC upon request.
SIGNATURES
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.
BIDHIT.COM, INC.
/s/ Tim Black
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Title: President/CEO
Dated: May 25, 2000