UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 28, 2002
VIDEOLOCITY INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 33-2310-D 87-0429154
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State or Other (Commission (IRS Employer
Jurisdiction) File Number) Identification
Number)
358 South 700 East, Suite B604, Salt Lake City, Utah 84102
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(Address of Principal Executive Offices and Principal Place of Business)
Registrant's Telephone Number, Including Area Code: (801) 521-2808
FORM 8-K
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Item 5. Other Events
On May 28, 2002 Videolocity International, Inc. finalized an Equity
Line of Credit Agreement, with Cornell Capital Partners, LP, a New Jersey-based
domestic investment fund. Under the Equity Line, Videolocity has the right, but
not the obligation, to require Cornell Capital to purchase shares of Videolocity
common stock up to a maximum amount of $20,000,000 over a 24-month period. There
is no minimum draw down although Videolocity may, at its sole discretion, draw
up to $1,000,000 per month during the term of the Equity Line.
Pursuant to terms of the Equity Line, Videolocity is required to file
with the SEC a registration statement covering the shares to be acquired by
Cornell Partners. The 24-month term commences on the effective date of the
registration statement. Cornell Partners' purchase price will be 95% of the
lowest closing bid price of Videolocity common stock during the five consecutive
trading days immediately following receipt of Videolocity's notice of its intent
to make a draw. Videolocity may make up to four draws per month at a maximum
$250,000 per draw. In addition to the shares to be issued under the Equity Line,
Videolocity will include in its registration statement an additional 300,000
shares being issued to Cornell Partners and the Placement Agent in connection
with the execution of the Equity Line.
Videolocity has issued a press release announcing the Equity Line, a
copy of which appears as Exhibit 99.1 annexed hereto.
Item 7. Exhibits
(c) Exhibits. 99.1 Videolocity's press release dated May 29, 2002.
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SIGNATURES
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In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Videolocity International, Inc.
Date: May 29, 2002 By: /s/ ROBERT E. HOLT
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Robert E. Holt
President and Chief Executive Officer
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