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
Date of Report (Date of Earliest Event Reported): June 20, 2003
TRANSAXIS, 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 No.)
348 East 6400 South, Suite 220, Salt Lake City, Utah 84107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 266-5390
DIGITAL COURIER TECHNOLOGIES, INC.
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(Former Name or Former Address if Changed Since Last Report)
ITEM 5. Other Events and Regulation FD Disclosure.
On June 25, 2003, TransAxis, Inc. (OTC: TNSX.PK) (formerly Digital
Courier Technologies, Inc.) announced that it, along with certain of its
stockholders (the "Selling Stockholders") had entered into a Letter of Intent
dated June 20, 2003 with FreeStar Technology Corporation (OTCBB:FSRC.OB) (the
"Letter of Intent"), which sets forth the terms and conditions of the
acquisition by FreeStar of at least 70% of the outstanding common stock of
TransAxis from the Selling Stockholders.
Under the Letter of Intent, as consideration to the Selling
Stockholders, FreeStar would issue shares of its own common stock in an amount
dependent on the price of FreeStar common stock immediately prior to closing of
the acquisition, but in all events at least 7,000,000 shares. Consummation of
the acquisition, which is expected to occur on or before August 29, 2003, is
subject to certain conditions, including the satisfactory completion of due
diligence, the negotiation and execution of definitive agreements and other
standard conditions.
In addition, FreeStar has agreed to provide up to $250,000 in bridge
loan financing to TransAxis to facilitate TransAxis' ordinary operations before
and after the consummation of the transaction. The Letter of Intent supersedes
the letter of intent between FreeStar and TransAxis dated as of April 29, 2003.
Copies of the Letter of Intent and a joint press release issued by
FreeStar and TransAxis are attached hereto as Exhibits 2.1 and 99.1,
respectively.
ITEM 7. Financial Statements And Exhibits.
(c) Exhibits.
2.1 Letter of Intent, dated June 20, 2003, among FreeStar Technology
Corporation, TransAxis, Inc. and certain TransAxis stockholders.
99.1 Joint Press Release issued on June 25, 2003, by FreeStar Technology
Corporation and TransAxis, Inc. announcing the execution of the Letter
of Intent.
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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.
Date: June 25, 2003
TRANSAXIS, INC.
By: /s/ Lynn J. Langford
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Lynn J. Langford
Chief Financial Officer
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