UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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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): July 12, 2002
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 (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
348 East 6400 South, Suite 220, Salt Lake City, Utah 84107
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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 1. Change in Control of Registrant.
On March 18, 2002, Mr. Don Marshall and the Company entered into
Amendment No. 1 to Settlement and Release Agreement (the "Amendment Agreement"),
which amended and supplemented that certain Settlement Agreement (the
"Settlement Agreement") by and between Mr. Marshall and the Company, dated as of
October 16, 2001. Under the Amendment Agreement, the Company agreed to pay Mr.
Marshall a total of $800,000 in twice monthly payments starting in May 2002. The
Amendment Agreement further provided that an "Event of Default" would occur if
the Company failed to make any payment within three business days after its due
date, and such failure continued for a period of three business days after Mr.
Marshall provided written notification to the Company of such failure. The
Company failed to pay Mr. Marshall as required on May 5, May 20 and June 5,
2002. Mr. Marshall provided written notice as required by the Amendment
Agreement on June 19, 2002, and the Company failed to cure such default with the
time allowed. On June 25, 2002, therefore, an Event of Default occurred.
The Amendment Agreement further provided that, upon the occurrence of
an Event of Default, the outstanding principal amount payable by the Company to
Mr. Marshall would begin accruing interest at a default rate of 1.5% per month
until paid in full, and that the then outstanding principal amount payable, plus
any accrued interest thereon, would be convertible into shares of the Company's
common stock at the lower of (i) $0.07 per share; or (ii) the average closing
bid price of the Company's common stock during the 20 trading days immediately
preceding the date of conversion. Such conversion may occur at any time after an
Event of Default.
On July 8, 2002, Mr. Marshall notified the Company that he had
converted a total of $525,569.52 of the outstanding cash amount under the
Amendment Agreement into 29,946,981 shares of the Company's common stock.
On July 12, 2002, Mr. Marshall received a proxy to vote 1,800,000
shares of the Company's common stock owned of record by Amathus Holdings, Ltd.
on all matters coming before the stockholders of the Company for a period of
three years from the date of the proxy.
From and after July 12, 2002, Mr. Marshall acted to substantially
restructure the Company's board of directors and management.
Subsequently, in connection with the preparation of its Annual Report
on Form 10-K for the fiscal year ended June 30, 2002, and the issuance to Mr.
Marshall of a certificate representing the shares obtained upon his conversion,
the Company was notified by its transfer agent that the Company had understated
the actual number of issued and outstanding shares of common stock as of July 8,
2002, and the actual number of shares issued and outstanding was not 45,053,019,
as reported in the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2002, but was 46,051,572. Thus, and notwithstanding his attempt to
convert as described above and receive 29,946,981 shares, and in light of
limitations on its authorized capital, the Company was able to issue to Mr.
Marshall only 28,948,428 shares.
Thus, and accounting for the conversion and the proxy described above,
together with his prior ownership of the Company's common stock, either
individually or through an entity controlled by him, Mr. Marshall acquired
control of approximately 49.9% of the voting common shares of the Company's
common stock presently issued and outstanding.
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SIGNATURES
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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.
Date: December 2, 2002
DIGITAL COURIER TECHNOLOGIES, INC.
By: /s/ Lynn J. Langford
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Lynn J. Langford
Chief Financial Officer
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