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): February 23, 2001
WORLDBID CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 000-26729 88-0427619
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) (Identification No.)
Suite 1100, 1175 Douglas Street, Victoria, British Columbia V8W 2E1
(Address of principal executive offices) (Zip Code)
(250) 475-2248
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
See the disclosure in Item 5 below.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
Worldbid Corporation, a Nevada corporation (the "Registrant"), entered into
an Agreement and Plan of Merger, dated as of February 2, 2001 (the "Merger
Agreement"), by and among the Registrant, RequestAmerica.com, Inc., a privately
held California corporation ("RequestAmerica") and Worldbid (Acquisition)
Corporation, a Nevada corporation and wholly-owned subsidiary of the Registrant
("Worldbid Acquisition").
Pursuant to the Merger Agreement, the Registrant acquired RequestAmerica by
way of a triangular merger in which Worldbid Acquisition was merged with and
into RequestAmerica, with RequestAmerica continuing as the surviving corporation
(the "Merger"). The Registrant issued a total of 750,000 shares of common stock
in consideration of all of the issued and outstanding shares of capital stock of
RequestAmerica and agreed to assume all of the outstanding options of
RequestAmerica under the RequestAmerica 2000 Stock Option/Stock Issuance Plan
(the "Stock Option Plan"). Each shareholder of RequestAmerica (each, a
"RequestAmerica Shareholder") was entitled to receive 0.0456093 shares of common
stock of the Registrant (the "Exchange Ratio") for each share of common stock of
RequestAmerica, plus a cash payment for fractional shares. Holders of
RequestAmerica options will be eligible to exercise their stock options for the
Registrant's common stock, adjusted in accordance with the Exchange Ratio, under
the same terms of their option grants and the Stock Option Plan.
The Registrant also agreed to issue an additional 750,000 shares of its
common stock to the RequestAmerica Shareholders as an earn out payment (the
"Earn Out Shares") (i) on or prior to the second anniversary of the date of the
Agreement, subject to the satisfaction of certain earn out financial performance
criteria or (ii) in the event of a shareholder approved change of control in the
Registrant in which a third-party obtains 75% of the Registrant or upon the sale
or transfer of all or substantially all of the assets of the Registrant.
2
RequestAmerica and the RequestAmerica Shareholders agreed to indemnify the
Registrant for damages resulting from any claim(s) in excess of $50,000 (in
aggregate), which arise out of the breach of the representations, warranties,
covenants and/or agreements under the Merger Agreement. The representations and
warranties expire one year from the date of the Merger Agreement. The
Registrant's claims for indemnification are to be satisfied out of the Earn Out
Shares, and the Registrant's damages are limited to the Earn Out Shares.
The Merger was effected by the filing of (i) Articles of Merger in the
State of Nevada on February 23, 2001, and (ii) an Agreement of Merger,
Certificate of Approval of Agreement of Merger of Worldbid (Acquisition)
Corporation and Certificate of Approval of Agreement of Merger of
RequestAmerica.com, Inc. in the State of California on February 26, 2001.
After giving effect to the Merger, RequestAmerica became a wholly-owned
subsidiary of the Registrant.
Item 6. Resignations of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired: RequestAmerica.com,
Inc.'s audited statements for the year ended December 31, 2001, will
be filed by amendment
(b) Pro forma financial information: To be filed by amendment
(c) Exhibits Regulation Consecutive S-K Number Document Page Number 2.1(1)
Agreement and Plan of Merger dated February 2, 2001
Exhibit
Number Description
------ -----------
2.1(1) Agreement and Plan of Merger dated February 2, 2001
2.2 (1) Amendment No. 1 to the Agreement and Plan of Merger dated
February 21, 2001
2.3(1) Articles of Merger of Worldbid (Acquisition) Corporation
with and into RequestAmerica.com, Inc.
2.4 Agreement of Merger by and between Worldbid (Acquisition)
Corporation and RequestAmerica.com, Inc.
2.5 Certificate of Approval of Agreement of Merger of Worldbid
(Acquisition) Corporation
2.6 Certificate of Approval of Agreement of Merger of
RequestAmerica.com, Inc.
2.7(1) RequestAmerica.com, Inc. 2000 Stock Option/Stock Issuance
Plan
----------
(1) Filed without Exhibits or Schedules, which will be made available
upon written request.
Item 8. Change in Fiscal Year
Not applicable.
3
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.
WORLDBID CORPORATION
March 6, 2001 By: /s/ Barry Alexander
---------------------------------
Barry Alexander, Secretary
4
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
2.1(1) Agreement and Plan of Merger dated February 2, 2001
2.2 (1) Amendment No. 1 to the Agreement and Plan of Merger dated
February 21, 2001
2.3(1) Articles of Merger of Worldbid (Acquisition) Corporation
with and into RequestAmerica.com, Inc.
2.4 Agreement of Merger by and between Worldbid (Acquisition)
Corporation and RequestAmerica.com, Inc.
2.5 Certificate of Approval of Agreement of Merger of Worldbid
(Acquisition) Corporation
2.6 Certificate of Approval of Agreement of Merger of
RequestAmerica.com, Inc.
2.7(1) RequestAmerica.com, Inc. 2000 Stock Option/Stock Issuance
Plan
- ----------
(1) Filed without Exhibits or Schedules, which will be made available
upon written request.