UNITED STATES
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
December 19, 2000
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Date of Report
(Date of earliest event reported)
CENTERSPAN COMMUNICATIONS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
OREGON 0-25520 93-1040330
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(State or Other Jurisdiction Commission File No.) (IRS Employer
of Incorporation) Identification No.)
7175 NW EVERGREEN PARKWAY, SUITE 400, HILLSBORO, OREGON 97124-5839
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(Address of principal executive offices, including Zip Code)
(503) 615-3200
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(Registrant's telephone number, including area code)
AMENDMENT NO. 1
CenterSpan hereby amends Item 2 of its currrent report on Form 8-K
dated December 19, 2000 and filed January 3, 2001 to read in full as follows:
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 19, 2000, pursuant to an Asset Purchase Agreement, dated as
of December 18, 2000 (the "Purchase Agreement"), between CenterSpan
Communications Corporation, an Oregon corporation ("CenterSpan"), and Scour,
Inc., a Delaware corporation ("Scour"), CenterSpan acquired certain assets of
Scour. The transaction was approved by the U.S. Bankruptcy Court in Scour's
Chapter 11 proceeding.
Prior to its bankruptcy, Scour developed Internet information
location tools and provided other online services. Its peer-to-peer search and
file sharing application, Scour Exchange, facilitated the search and exchange of
digital audio, video and image files over the Internet. CenterSpan plans to
launch a new secure and legal digital distribution channel, which will integrate
peer-to-peer technology with digital rights management support to permit content
owners to track and account for their content within the channel using the Scour
Exchange name and web address in the first quarter of 2001.
CenterSpan paid consideration of $5,500,000 cash and 333,333 newly
issued shares of its common stock for the Scour assets. CenterSpan funded the
cash portion of the purchase price from its cash then on deposit. The shares
issued by CenterSpan were valued at $10.50 per share, the closing price of
CenterSpan's common stock on December 12, 2000, the date CenterSpan was named
the successful bidder for the assets. None of the shares has been registered
under the Securities Act of 1933. CenterSpan has agreed to register the
shares under the Securities Act on a single S-3 registration statement to be
filed within 60 days of the request of Scour or its permitted assigns.
CenterSpan has agreed to cause such registration statement to remain
effective for up to two years after its effectiveness.
The assets acquired will be accounted for at fair value.The description
in this Report of the Purchase Agreement, which is filed as an exhibit to this
Report, does not purport to be complete and is qualified in its entirety by the
provisions of the Purchase Agreement.
CenterSpan hereby amends Item 7 (a) and (b) of its currrent report on
Form 8-K dated December 19, 2000 and filed January 3, 2001 to read in full as
follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
CenterSpan has determined that the assets consisting of a trade name,
customer list and certain technology did not constitute the acquisition of a
"business" within the meaning of Article 11, Rule 11-01(d) under Regulation S-X
and did not constitute any of the events listed in Article 11, Rule 11-01(a)
under Regulation S-X. Accordingly, CenterSpan has determined that no financial
statements of business acquired are required to be filed in response to this
Item 7(a).
(b) PRO FORMA FINANCIAL INFORMATION
CenterSpan has determined that the asset acquisition did not
constitute the acquisition of a "business" within the meaning of Article 11,
Rule 11-01(d) under Regulation S-X and did not constitute any of the events
listed in Article 11, Rule 11-01(a) under Regulation S-X. Accordingly,
CenterSpan has determined that no pro forma financial information are
required to be filed in response to this Item 7(b). Depreciation and
amortization expenses would have increased by $4,164,000 for the year ended
December 31, 1999 and by $3,123,000 for the nine (9) months ended September
30, 2000, using estimated lives ranging from eighteen (18) months to three
(3) years, for the assets owned by CenterSpan during those periods.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
CenterSpan has duly caused this report on Form 8-K/A to be signed on its behalf
by the undersigned hereunto duly authorized.
CENTERSPAN COMMUNICATIONS
CORPORATION
Dated: March 2, 2001 By /s/ Mark B. Conan
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Mark B. Conan
Vice President, Finance
and Administration and
Chief Financial Officer