UNITED STATES
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
January 15, 2002 (December 31, 2001)
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Date of Report (Date of Earliest Event Reported)
DIGITAL COURIER TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20771 87-0461586
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
348 East 6400 South, Suite 220, Salt Lake City, Utah 95035
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(Address of principal executive offices) (Zip Code)
(801) 266-5390
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address if Changed Since Last Report)
Item 1. Changes in Control of Registrant
On December 31, 2001, the Company issued one share of Series B
Preferred Stock to Becky Takeda, John Hanlon, James Condon, and Evan Levine,
each a current member of the Company's Board of Directors, at a purchase price
of $1.00 per share. The terms of the Series B Preferred Stock allow the holders,
voting as one class, to elect 4 directors at each annual or special meeting at
which directors are elected, or pursuant to any election of directors by written
consent of the shareholders. A Series B director may be removed by a majority of
the then serving directors with or without cause. If a Series B director is
removed from the Board of Directors, voluntarily or otherwise, the Series B
Preferred Stock held by such Series B director shall automatically convert into
shares of common stock.
The Series B Preferred Stock rights may be amended or repealed by any
of the following: (i) a vote of at least 70% of the Company's shareholders
voting at a meeting with a record date on or prior to February 15, 2002, (ii) a
vote of at least 60% of the Company's shareholders voting at a meeting with a
record date after February 15, 2002, (iii) approval of at least 80% of
shareholders of the Company acting by written consent, or (iv) unanimous
approval (by vote or written consent) of the Series B Preferred shareholders
voting as one class. The voting rights of the Series B Preferred Stock terminate
automatically on June 30, 2003. To date, the Series B shareholders have not
voted their Series B stock in favor of any directors.
To the Company's knowledge, each of the board members to whom the
Company issues Series B Preferred Stock beneficially owns, directly or
indirectly, less than 1% of the voting securities of the Company.
On January 3, 2002, the registrant issued the press release
incorporated by reference herein as Exhibit 99.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: January 15, 2002 DIGITAL COURIER TECHNOLOGIES, INC.
By: /s/ John J. Hanlon
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John J. Hanlon
President and Chief Financial Officer
Exhibit Index
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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99 Text of press release dated January 3, 2002 announcing sale of
Series B Preferred Stock to Current Board Members