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): October 5, 1999
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CD Warehouse, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
333-15139 73-1504999
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(Commission File Number) (I.R.S. Employer Identification No.)
1204 Sovereign Row, Oklahoma City, OK 73108
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(Address of principal executive offices) (Zip Code)
(405) 949-2422
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(Registrant's telephone, including area code)
Item 5. Other Events.
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On October 5, 1999, Registrant and CD Plus.com Ltd. ("CD Plus") announced
the execution of a letter of intent to merge the operations of the two
companies. All aspects of the transaction, including the share exchange ratio,
the legal structure and other matters impacted by the regulatory approvals to be
obtained, are subject to the negotiation of a definitive merger document.
However, it is the present intention of the parties that both companies will
survive operationally, with Registrant continuing as a publicly traded company
listed on the Nasdaq National Market System.
A copy of the joint press release issued by Registrant and CD Plus on
October 5, 1999 is attached hereto as Exhibit 99.1 and is hereby incorporated by
reference in its entirety.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
The following documents are filed as part of this Report:
99.1. Press Release issued by Registrant on October 5, 1999 with respect
to the execution of the letter of intent with CD Plus.com Ltd.
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.
CD WAREHOUSE, INC.
(Registrant)
Date: October 7, 1999 By: /s/ Jerry W. Grizzle
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Jerry W. Grizzle,
President and Chief Executive Officer
INDEX TO EXHIBITS
Appears at
Sequentially
Exhibit Numbered
Number Description Page
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99.1 Press Release 5