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
September 29, 2000
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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)
SHOPNOW.COM INC.
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On September 29, 2000, Network Commerce Inc. completed a private placement
in which it issued convertible promissory notes in the aggregate principal
amount of $20 million to Capital Ventures International.
In connection with the private placement, Network Commerce also issued to
Capital Ventures International warrants to purchase up to 4,050,633 shares of
Network Commerce common stock at an exercise price of $10.375 per share. The
warrants have a term of five years.
The promissory notes bear an interest rate of 6%, compounded annually. The
principal amount of the notes plus accrued and unpaid interest automatically
convert into shares of Network Commerce common stock upon the effectiveness of a
registration statement covering the resale of the shares issuable upon the
conversion of the promissory notes and upon the exercise of the warrants,
subject to the limitation that the notes shall not convert to the extent that
the right to effect such conversion would result in Capital Ventures
International beneficially owning more than 4.99% of the outstanding shares of
Network Commerce common stock. If the limitation applies, then the rest of the
notes shall convert one year following the effectiveness of the registration
statement. If the registration statement is not declared effective by the
maturity date, then the outstanding principal and interest under the notes shall
become due and payable. The conversion price is initially $7.50 and upon the
effective date of registration statement shall be reduced (if lower) to 95% of
the average closing bid price of Network Commerce's common stock during the 20
trading days immediately prior to the effective date of the registration
statement, but in no event greater than the closing bid price on the last
trading day immediately prior to the effective date of the registration
statement.
The conversion price of the promissory notes and the exercise price of the
warrants are subject to antidilution adjustments.
The convertible promissory notes, the warrants and the common stock
issuable upon the conversion of the promissory notes and the exercise of the
warrants were not registered under the Securities Act of 1933, as amended,
pursuant to the exemption set forth in Section 4(2) thereunder. Network Commerce
has agreed to file a registration statement covering the resale of the common
stock issuable upon the conversion of the promissory notes and the exercise of
the warrants within 30 days following the issuance of the promissory notes and
warrants.
In connection with the private placement, Network Commerce paid $500,000
and issued a warrant to purchase 85,000 shares of common stock at an exercise
price of $8.39 per share to a placement agent as a finder's fee. The warrant and
the common stock issuable upon the exercise of the warrant were not registered
under the Securities Act of 1933, pursuant to an exemption set forth in Section
4(2) thereunder.
The agreements signed in connection with the private placement are filed as
exhibits to this report and are incorporated into this report by reference. This
summary of the terms of the private placement is not complete, and you should
refer to the exhibits for a copy of the actual agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
2
10.1 Securities Purchase Agreement, dated as of September 28, 2000,
between Network Commerce Inc. and Capital Ventures International.
10.2 Registration Rights Agreement, dated as of September 28, 2000,
between Network Commerce Inc. and Capital Ventures International.
10.3 Form of Convertible Promissory Note
10.4 Form of Warrant
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: October 3, 2000 By /s/ Alan D. Koslow
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Alan D. Koslow
Executive Vice President,
Chief Financial Officer
General Counsel and Secretary
EXHIBIT INDEX
Exhibit Number Description
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10.1 Securities Purchase Agreement, dated as of September 28,
2000, between Network Commerce Inc. and Capital Ventures
International.
10.2 Registration Rights Agreement, dated as of September 28,
2000, between Network Commerce Inc. and Capital Ventures
International.
10.3 Form of Convertible Promissory Note
10.4 Form of Warrant