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 - January 25, 2001
(Date of Earliest Event Reported)
J NET ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-9728
NEVADA 88-0169922
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(State of Incorporation) (I.R.S. Employer Identification No.)
8750 N. Central Expressway, #600
DALLAS, TEXAS 75231
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (214) 696-8830
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On January 25, 2001, J Net Enterprises, Inc. (the "Company") and
InterWorld Corporation ("InterWorld") entered into a Stock Purchase Agreement
and a Stand-By Purchase Agreement (collectively, the "Agreements") (copies of
which are attached hereto as Exhibits 10.1 and 10.2, respectively, and
incorporated herein by reference). Pursuant to the Agreements, the Company will
exchange all of its InterWorld Series A Convertible Preferred Stock (which
pursuant to its terms, under certain circumstances is redeemable for $30 million
plus accrued dividends at the Company's option on or after April 12, 2001) and
the related warrants for 46,153,846 newly-issued shares of InterWorld Common
Stock. In addition, pursuant to the Agreements, InterWorld has agreed to offer
for sale to all holders of InterWorld Common Stock up to $20 million of
newly-issued InterWorld Common Stock at a price per share of $.65. If such
holders do not purchase all of the new issuance, the Company has agreed to
purchase the difference between $20 million and the amount purchased by other
InterWorld shareholders (the "Stand-By Commitment"). The Agreements also provide
the Company with the option to purchase an additional $20 million of InterWorld
Common Stock (the "Over Allotment Option"). A portion of the Over Allotment
Option will be exercisable at a price per share of $.65 and a portion will be
exercisable at a price per share equal to 90% of the volume-weighted average
trading price of InterWorld Common Stock for the 10 trading day period prior to
the time of exercise. The portions exercisable at each price will depend on the
number of shares purchased pursuant to the Stand-By Commitment, as described in
the Agreements. Assuming consummation of the transactions described in the
Agreements, the Company would own a majority of the issued and outstanding
InterWorld Common Stock. The transactions described in the Agreements are
subject to numerous conditions, including obtaining various InterWorld
shareholder approvals and the making of various regulatory filings, as described
in the Agreements.
The foregoing description of the Agreements does not purport to be
complete and is qualified in its entirety by the terms of each of the
Agreements, which are incorporated herein by reference.
Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
EXHIBIT DESCRIPTION
10.1 Stock Purchase Agreement
10.2 Stand-By Purchase Agreement
99.1 Press Release
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.
J NET ENTERPRISES, INC.
By /s/ Mark W. Hobbs
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Name: Mark W. Hobbs
Title: President
Dated: February 2, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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10.1 Stock Purchase Agreement
10.2 Stand-By Purchase Agreement
99.1 Press Release