UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
January 18, 2002 (January 07, 2002)
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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)
Registrant's telephone number, including area code: (801) 266-5390
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N/A
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(Former Name or Former Address if Changed Since Last Report)
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Item 5. Other Events
On January 7, 2002, the Company, filed a lawsuit in the United States
District Court for the Northern District of California in response to the
"Consent Statement" filed in December by a group of shareholders led by James
Egide, the Company's onetime Chairman and CEO (the "Egide Group"). The complaint
alleges the Consent Statement is false and misleading and violates the
Securities Exchange Act of 1934 and Securities and Exchange Commission Rules. In
addition, the complaint charges that the Consent Statement omits material
information about DCTI. The Company seeks damages and an injunction prohibiting
the Egide Group from soliciting shareholder consents and prohibiting the voting
of any shares pursuant to the Consent Statement until the Egide Group files a
truthful and non-misleading Consent Statement.
On January 15, 2002, the Company converted all outstanding shares of
Series B Preferred Stock, which had been issued on December 31, 2001 to each of
the then current members of the Company's Board of Directors, to one share each
of common stock of the Company. A total of 4 shares of common stock were issued
pursuant to the conversion of the Series B Preferred Stock. No shares of Series
B Preferred Stock remain outstanding.
On January 18, 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 18, 2002 DIGITAL COURIER TECHNOLOGIES, INC.
By: /s/ John J. Hanlon
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John Hanlon
President and Chief Financial Officer
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Exhibit Index
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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99 Text of press release dated January 18, 2002 announcing the
lawsuit and conversion of Series B Preferred Stock.
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