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): April 25, 2001
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Klever Marketing, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-18730 363688583
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
350 West Broadway, Suite 201, Salt Lake City, Utah 84101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 322-1221
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N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On April 25, 2001, Klever Marketing, Inc. issued a press release announcing
the Company's plan to seek a private infusion of capital from qualified
accredited investors to fund ongoing operations and the commercialization of its
flagship Klever-Kart(R) product.
Item 7. Financial Statements and Exhibits. The following exhibit is filed as
part of this report:
(a) Financial Statements. Not Applicable.
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(b) Pro Forma Financial Information. Not Applicable
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(c) Exhibits.
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99.1 Press release issued by Klever Marketing, Inc. dated April 25, 2001.
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.
Klever Marketing, Inc.
Date: April 25, 2001 By: /s/ Corey A. Hamilton
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Corey A. Hamilton, President/CEO
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Exhibit 99.1
BW0062 APR 25,2001 4:33 PACIFIC 07:33 EASTERN
( BW)(UT-KLEVER-MARKETING-1)(KLMK) Klever Marketing to Seek Private Capital
Infusion
Business Editors
SALT LAKE CITY--(BUSINESS WIRE)--April 25, 2001--Klever Marketing(TM) Inc.
(OTC BB: KLMK) Wednesday announced that it intends to seek a private infusion of
capital from qualified accredited investors to fund ongoing operations and the
commercialization of its flagship Klever-Kart(R) product.
The securities will not be registered under the Federal Securities Act of
1933, as amended ("Securities Act"), or applicable state securities laws and may
not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
Any securities privately placed by the company in this offering will be
Class A Preferred Stock carrying substantially the same terms as the outstanding
Class A Series 1, 2, 3 Convertible Preferred Stock, subject to pricing
differences. The company is seeking a private placement in the range of between
$7.5 million and $15 million.
No portion of the private placement is expected to be offered by existing
security holders. The company has retained an NASD-member investment-banking
firm as its financial advisor to assist in the raising of the additional equity
capital.
This announcement does not constitute an offer to sell, or a solicitation of
an offer to buy any securities, nor is it intended as any form of solicitation
or advertising. An offer can be made only pursuant to a confidential private
placement memorandum of the company to a limited class of qualified investors in
accordance with applicable federal and state securities laws.
There can be no assurance that the company's efforts to arrange a private
placement will be successful or, if successful, would result in the amount of
net proceeds sought by the company.
The statements made in this release that are not historical facts contain
forward-looking information that involves risks and uncertainties.
Important factors that may cause actual results to differ include, but are
not limited to, the impact of competitive products and services, the company's
ability to manage growth and acquisitions of technology or businesses, the
condition of capital markets, the effect of economic and business conditions and
other risks detailed from time to time in the company's filings with the
Securities and Exchange Commission.
The company is filing a copy of this notice under cover of a Form 8-K report
under the Securities Exchange Act of 1934, as amended, in accordance with rule
135c under the Securities Act.
--30--cmm/ix*
CONTACT: Klever Marketing, Salt Lake City
Corey A. Hamilton, 801/322-1221 ext. 151
coreyh@kleverkart.com
StacyAnn Hoerner, 801/322-1221 ext. 113 (Investors)
stacyannr@kleverkart.com
KEYWORD: UTAH
INDUSTRY KEYWORD: ADVERTISING/MARKETING CONSUMER/HOUSEHOLD RETAIL
SUPERMARKETS
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