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
DATE OF REPORT (Date of earliest event reported):
July 7, 2000
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EIEIHOME.COM INC.
(Exact name of registrant as specified in its charter)
Delaware 1-15627 042451506
(State or other jurisdiction (Commission file number) (I.R.S. employer
of identification no.)
incorporation)
67 Wall Street, Suite 2411 10005
New York, New York
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, including area code: (212) 344-0351
(Former Name if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
In July, 2000, the Company sold all of the shares of eieiHome.com
Inc., an Ontario corporation, (the "Canadian Subsidiary") to 1412531 Ontario
Inc. (the "Purchaser") for an aggregate purchase price of US$1,065,350 plus the
surrender of 2,250,0000 shares of the Company's common stock. The US$1,065,350
portion of the purchase price was satisfied by the surrender for cancellation of
US$346,500 of 8% Senior Subordinated Convertible Debentures of the Company and
by the issuance of a promissory note issued by the Purchaser in the principal
amount of US $718,850 plus interest at a rate of 24% per annum calculated and
payable monthly (the "Promissory Note"). Two principals of the Purchaser
provided limited guarantees for the outstanding amount of the promissory note
and pledged in the aggregate 500,000 shares of the Company's common stock and
200,000 common shares of Simmonds Capital Limited as security for the
performance of their guarantee. The Canadian Subsidiary provided an unlimited
guarantee for the outstanding amount and granted a security interest in all of
its personal property as security for the performance of its guarantee.
The Company entered into a Share Purchase Agreement with the
Canadian Subsidiary and the Purchaser dated as of June 26, 2000, a copy of which
is set forth as Exhibit 10.1 to this Current Report on Form 8-K, and which is
incorporated herein by reference with respect to the matters described therein.
A copy of the Promissory Note is set forth as Exhibit 10.2 to this Current
Report on Form 8-K, and is incorporated herein by reference with respect to the
matters described therein. A copy of the guarantee of the principals and the
Canadian Subsidiary is set forth as Exhibit 10.3 to this Current Report on Form
8-K, and is incorporated herein by reference with respect to the matters
described therein. A copy of the general security agreement issued by the
Canadian Subsidiary is set forth as Exhibit 10.4 to this Current Report on Form
8-K, and is incorporated herein by reference with respect to the matters
described therein. The Company issued a press release on July 10, 2000
concerning the sale of the Canadian Subsidiary, a copy of which is set forth as
Exhibit 99.1 to this Current Report on Form 8-K, and which is incorporated
herein by reference with respect to the matters described therein.
The Promissory Note provided that an initial payment of US$65,350
was due and payable on or before 3 p.m. on July 21, 2000 with the balance due on
or before 3 p.m. on November 10, 2000. Of such balance, up to US$153,500 could
be satisfied by the surrender for cancellation of 8% Senior Subordinated
Convertible Debentures. On July 21, 2000, the Company was advised that the
Purchaser would be unable to make its initial payment on that date but that the
purchaser would provide such payment on July 25, 2000. The Company had no reason
to believe that such payment would not be made on July 25, 2000. The Promissory
Note provides that in the event that the Purchaser fails to pay any amount under
the Promissory Note when due and such default is not cured within two business
days that the Company may declare all indebtedness under the Promissory Note
immediately due and payable.
On July 21, 2000 the Company notified the Purchaser that unless the
initial payment was made on or before 3 p.m. on July 25, 2000 that the Company
would declare the entire $718,850 plus interest immediately due and payable. On
July 25, 2000 the Company still had not received payment and has since that time
been taking the necessary steps under the relevant laws of the province of
Ontario to realize on its security. Under Canadian bankruptcy law, a secured
party is required to provide a debtor with ten days notice before such secured
party may realize on all or substantially all of such debtor's assets. On July
26, 2000, the Company served the Purchaser, the Canadian Subsidiary and the two
principals with a demand for the $718,850 plus interest and the appropriate
notices under Canadian bankruptcy law and expects to be able to take its next
steps in the enforcement of its security on or after August 8, 2000.
The Company issued a press release on July 27, 2000 concerning its
enforcement of a security interest in connection with the default by the
purchaser of the Canadian Subsidiary under the Promissory Note, a copy of which
is set forth as Exhibit 99.4 to this Current Report on Form 8-K, and which is
incorporated herein by reference with respect to the matters described therein.
Subject to the completion of the sale of the Canadian Subsidiary and
the repayment of the Promissory Note, the Company had proposed to acquire
certain wireless assets from Simmonds Capital Limited on the terms contained in
the Term Sheet with Simmonds Capital Limited, a copy of which is set forth as
Exhibit 10.5 to this Current Report on Form 8-K, and which is incorporated
herein by reference with respect to the matters described therein. The Company
issued a press release on July 12, 2000 to announce the proposed acquisition by
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the Company of wireless assets from Simmonds Capital Limited, a copy of which is
set forth as Exhibit 99.3 to this Current Report on Form 8-K, and which is
incorporated herein by reference with respect to the matters described therein.
The Company will seek the required stockholder approval to consider
and ratify the sale of the Canadian Subsidiary shortly.
Item 5. Other Events.
On July 10,2000, Angelo MacDonald, resigned as the Company's
president and Chief Executive Officer and the Board of Directors appointed John
Simmonds to serve in his place.
The Company issued a press release on July 11, 2000 concerning the
resignation and appointment, a copy of which is set forth as Exhibit 99.2 to
this Current Report on Form 8-K, and which is incorporated herein by reference
with respect to the matters described therein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1 Share Purchase Agreement by and among the Company, the
Canadian Subsidiary and 1412531 Ontario Inc., an Ontario
corporation, dated as of June 26, 2000.
Exhibit 10.2 Promissory Note given by the Purchaser to the Company in the
principal amount of $718,850.00.
Exhibit 10.3 Guarantee of Paul Dutton, Max Hahne and the Canadian Subsidiary
dated as of June 26,2000.
Exhibit 10.4 General Security Agreement issued by the Canadian Subsidiary
dated as of June 26, 2000.
Exhibit 10.5 Term Sheet dated July 10, 2000 concerning the acquisition by the
Company of certain wireless assets from Simmonds Capital Limited.
Exhibit 99.1 Press Release issued by the Company on July 10, 2000 to announce
the sale of its Canadian Subsidiary.
Exhibit 99.2 Press Release issued by the Company on July 11, 2000 to announce
the appointment of a new Chief Executive Officer.
Exhibit 99.3 Press Release issued by the Company on July 12, 2000 to announce
the proposed acquisition by the Company of wireless assets from
Simmonds Capital Limited.
Exhibit 99.4 Press Release issued by the Company on July 27, 2000 to announce
its enforcement of a security interest in connection with the
default by the purchaser of the Canadian Subsidiary under the
Promissory Note.
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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.
EIEIHOME.COM INC.
(Registrant)
Date: August 3, 2000 By: /s/ John G. Simmonds
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Name: John G. Simmonds
Title: President and Chief Executive Officer
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INDEX
Exhibit No. Description
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Exhibit 10.1 Share Purchase Agreement by and among the Company, the Canadian
Subsidiary and 1412531 Ontario Inc., an Ontario corporation,
dated as of June 26, 2000.
Exhibit 10.2 Promissory Note given by the Purchaser to the Company in the
principal amount of $718,850.00.
Exhibit 10.3 Guarantee of Paul Dutton, Max Hahne and the Canadian Subsidiary
dated as of June 26,2000.
Exhibit 10.4 General Security Agreement issued by the Canadian Subsidiary
dated as of June 26, 2000.
Exhibit 10.5 Term Sheet dated July 10, 2000 concerning the acquisition by the
Company of certain wireless assets from Simmonds Capital Limited.
Exhibit 99.1 Press Release issued by the Company on July 10, 2000 to announce
the sale of its Canadian Subsidiary.
Exhibit 99.2 Press Release issued by the Company on July 11, 2000 to announce
the appointment of a new Chief Executive Officer.
Exhibit 99.3 Press Release issued by the Company on July 12, 2000 to announce
the proposed acquisition by the Company of wireless assets from
Simmonds Capital Limited.
Exhibit 99.4 Press Release issued by the Company on July 27, 2000 to announce
its enforcement of a security interest in connection with the
default by the purchaser of the Canadian Subsidiary under the
Promissory Note.
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