1
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): October 12,
1999
MUSTANG.COM, INC.
(Exact name of registrant as specified in its charter)
California 0-25678 77-0204718
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6200 Lake Ming Road, Bakersfield, CA 93306
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (661) 873-2500
Mustang Software, Inc.
(Former name or former address, if changed since last report)
2
Item 5. Other Events
(a) Name Change
Effective October 12, 1999, registrant changed its name
as specified in its charter from Mustang Software, Inc. to
Mustang.com, Inc. Shareholders are not required to exchange
their stock certificates for new certificates.
(b) Completion of Private Placement.
On October 19, 1999, registrant issued a press release
announcing the completion of a $5.6 million private
financing. A copy of that press release is attached as
Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference. Such Press Release is also being filed herewith
pursuant to Rule 135c(d) under the Securities Act of 1933.
(c) Announcement of unaudited financial results at, and for
the three and nine months ended, September 30, 1999.
On October 21, 1999, registrant issued a press release
announcing its unaudited financial results at, and for the
three and nine months ended, September 30, 1999. A copy of
that press release is attached as Exhibit 99.2 to this Form
8-K and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
4 Certificate of Ownership of Mustang.com, Inc. into
Mustang Software, Inc.
99.1 Press release of October 19, 1999 announcing completion of
private offering.
99.2 Press release of October 21, 1999 announcing financial
results at, and for the three and nine months ended,
September 30, 1999.
3
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: October 21, 1999
MUSTANG.COM, INC.
By:__/S/__ Donald M. Leonard
Vice President of Finance and
Chief Executive Officer
4
EXHIBIT 4
EFFECTIVE A0532476 ENDORSED - FILED
DATE in the office of the Secretary of State
OCT 12 1999 of the State of California
OCT - 7 1999
Bill Jones, Secretary of State
CERTIFICATE OF OWNERSHIP OF
MUSTANG.COM, INC.
INTO
MUSTANG SOFTWARE, INC.
To the Secretary of State
State of California
Pursuant to the provisions of the General Corporation Law of
the State of California, the undersigned officers of the
domestic parent corporation hereinafter named do hereby
certify as follows:
1. The name of the parent corporation, which is a business
corporation of the State of California, and which is to be
the surviving corporation under the merger herein certified,
is Mustang Software, Inc.
2. The name of the subsidiary corporation, which is a
business corporation of the State of California, and which
is to be the disappearing corporation under the merger
herein certified, is Mustang.com, Inc.
3. Mustang Software, Inc. owns 100% of the outstanding
shares of Mustang.com, Inc.
4. The following is a copy of the resolution to merge
Mustang.com, Inc. into Mustang Software, Inc. as adopted and
approved by the Board of Directors of Mustang Software, Inc.
RESOLVED FURTHER, that:
i) Mustang Software, Inc., which is a business
corporation of the State of California and is the
owner of all of the outstanding shares of
Mustang.com, Inc., which is also a business
corporation of the State of California, does
hereby merge Mustang.com, Inc. into Mustang
Software, Inc. pursuant to the provisions of the
5
General Corporation Law of the State of California
and does hereby assume all of the liabilities of
Mustang.com, Inc.;
ii) Mustang.com, Inc. shall be the disappearing
corporation upon the effective date of the merger
herein provided for pursuant to the provisions of
the General Corporation Law of the State of
California, and Mustang Software, Inc. shall
continue its existence as the surviving
corporation pursuant to the provisions of the said
General Corporation Law of the State of
California;
iii) The issued shares of Mustang.com, Inc. shall
not be converted in any manner, nor shall any cash
or other consideration be paid or delivered
therefor, inasmuch as Mustang Software, Inc. is
the owner of all outstanding shares of
Mustang.com, Inc., but each said share which is
issued as of the effective date of the merger
shall be surrendered and extinguished;
iv) The Board of Directors and the proper
officers of Mustang Software, Inc. are hereby
authorized, empowered and directed to do any and
all acts and things, and to make, execute,
deliver, file, and/or record any and all
instruments, papers and documents which shall be
or become necessary, proper or convenient to carry
out or put into effect any of the provisions of
the merger herein provided for;
v) Article I of the Articles of Incorporation of
Mustang Software, Inc. shall, under the provisions
of the merger herein provided for, be amended so
as to change the name of Mustang Software, Inc.
and so as to read as follows upon the effective
date of the said merger:
The name of the corporation is Mustang.com, Inc.
6
5. The merger herein provided for shall become effective
on October 12, 1999.
On the date set forth below, in the City of
Bakersfield, in the State of California, each of the
undersigned does hereby declare under the penalty of perjury
under the laws of the State of California that he signed the
foregoing certificate in the official capacity set forth
beneath his signature, and that the statements set forth in
said certificate are true of his own knowledge.
Signed on September 30, 1999.
/s/ James A. Harrer
_______________________
James Harrer, President of
Mustang Software, Inc.
/s/ Donald M. Leonard
_______________________
Donald Leonard, Assistant Secretary of
Mustang Software, Inc.
[Graphic -
Seal of the Office of the
Secretary of State]
7
EXHIBIT 99.1
Company Press Release
Mustang.com, Inc. Completes $5.6 Million Private Financing
Bakersfield, California - October 19, 1999: Mustang.com, Inc.
(Nasdaq: MSTG) today announced it has completed a private
placement of its securities to institutional investors,
receiving proceeds, before offering expenses, of approximately
$5,600,000. In the financing, Mustang issued 765,908 shares of
its common stock, and warrants to purchase up to 574,431 shares
of its Common Stock. Mustang.com intends to use the net proceeds
for working capital to finance the rapid implementation of its
chief growth strategies.
The warrants are exercisable over a five-year period at an
exercise price per share of $8.775. The company may force the
investors to exercise the warrants beginning 18 months after the
date a registration statement covering the resale of the shares
underlying the warrants is declared effective by the Securities
and Exchange Commission if the closing price of Mustang.com's
stock exceeds $13.1625 per share on each of 10 consecutive
trading days.
This announcement is neither an offer to sell nor a
solicitation to buy any of Mustang.com's securities. The
securities mentioned in this release have not been registered
under the Securities Act of 1933 or any state securities laws,
and unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
###
Contact: Mustang.com, Inc., Don Leonard
(661) 873-2575, investor@mustang.com
Continental Capital & Equity, Dodi B. Zirkle
(407) 682-2001, dodi@insidewallstreet.com
8
EXHIBIT 99.2
Company Press Release
Mustang.com, Inc. Reports Third Quarter Financial Results
100% Increase in Revenue over the Respective Nine Month
Period of a Year Ago as Sales Expansion Gains Momentum
Bakersfield, California - October 21, 1999: a leader in the
eBusiness and eService infrastructure markets, today reported
record sales for the nine months ended September 30, 1999,
reporting revenue of $2,604,657, a 100% increase compared to
revenue of $1,304,601 reported for the nine months ended
September 30, 1998. Net losses for the nine month reporting
period decreased 67% to $332,237, a $.07 loss per share,
compared to net losses of $1,009,798, or $.28 loss per share,
realized for the same period in 1998.
For the three months ended September 30, 1999, the Company
increased revenue 105% to $1,028,566 compared to revenue of
$501,963 reported for the three months ended September 30, 1998.
Net losses for the current reporting quarter totaled $229,350,
a $.05 loss per share, a slight reduction from net losses of
$262,546, a $.06 loss per share, posted for the third quarter in
the prior year.
"Our mission is simple and straightforward - Mustang.com will
champion the personalized, technology-driven eService process.
In order to succeed, we must continue to invest in our corporate
infrastructure," stated Don Leonard, Chief Financial Officer of
Mustang.com. "Earlier this year, we made a commitment of
resources and energy to grow revenues by placing significant
emphasis on the expansion of our sales and marketing operations.
With the opening of additional sales offices in key metropolitan
areas and the hiring of new sales and marketing talent during
the quarter, we are positioning ourselves for greater domestic
and global sales opportunities."
During the quarter, Mustang.com added sales offices in
Atlanta, GA; Boston, MA; Los Angeles, CA; Miami, FL; and New
York, NY. The Company also secured fifty additional customers
for its Mustang Message Center e-mail management solution
including Costco, Carnival Cruise Lines, E-Stamp, and The Travel
Company.
9
Jim Harrer, President and Chief Executive Officer of Mustang.com,
added, "Clearly, the dramatic growth of our industry requires the
expansion of our professional and technological resources so that
we
may efficiently address the needs of our increasing customer base,
which now numbers nearly 300 clients As we move into the final
quarter of our fiscal year, we intend to continue promoting the
growth of our sales and marketing force so that Mustang.com may
secure and enhance its market leadership position."
Mustang.com recently announced the launch of a new corporate
branding strategy in tandem with the introduction of its next
generation e-mail management platform, Mustang Message Center(tm)
Version 3.0. Complemented by a new web site, logo and tagline which
more closely reflects the Company's position as the industry's time-
tested partner, Mustang.com announced the release of two new
applications, Mustang TeleAgent(tm) and Mustang Notify(tm), to address new
market opportunities.
About Mustang.com and Mustang Message Center
Mustang.com enables loyal, high quality customer relationships
through the design, development and support of Internet and e-mail
based customer management software applications. Mustang Message
Center is an award-winning eService solution that improves e-mail
management in mission-critical, high-volume customer service
operations. The Mustang Message Center is actively utilized for 24x7,
mission-critical customer service, by more than 290 companies,
supporting hundreds of thousands of transactions every day.
Corporate headquarters are located at 6200 Lake Ming Road, Bakersfield, CA
93306 with offices in Boston, MA, Chicago, IL, Los Angeles, CA,
Miami, FL, Atlanta, GA, New York, NY and Washington, DC. Inquiries
can be addressed via voice, 661-873-2500; fax, 661-873-2499; or e-
mail, info@mustang.com. Additional information is available from
Mustang.com on the Web at http://www.mustang.com.
Statements in this news release that relate to future plans,
financial results or projections, events or expected performance in
future periods are forward-looking statements and fall within the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Actual results and performance for such periods may
differ materially. Specifically, it is possible that the current
revenue uptrend and gross margin expansions may not continue due to
reduced demand for the Company's products and a change in production
costs. While management wishes to provide readers with reasonable
opinions and viewpoints with respect to the Company's progress,
marketplace acceptance, and business opportunities, and fiscal
performance, such statements, opinions and viewpoints are forward-
looking and involve risks and uncertainties, including risks of
changing conditions in the overall economy, the capital markets, the
10
computer and telecommunications industries, as well as risks of
changing consumer demand and the success of the Company's business
strategies and other factors detailed in the Company's annual and
other reports filed with the Securities and Exchange Commission.
###
Contact: Mustang.com, Inc., Don Leonard
(661) 873-2575, investor@mustang.com
Continental Capital & Equity, Dodi B. Zirkle
(407) 682-2001, dodi@insidewallstreet.com
11
Mustang.com, Inc.
Statements of Operations
Three Months Ended Nine Months Ended
September 30 September 30
1999 1998 1999 1998
REVENUE $ 1,028,566 $ 501,963 $ 2,604,657 $ 1,304,601
COSTS OF REVENUE 136,111 41,576 290,964 141,424
- - - - ----------------------------------------------------------------------------
Gross profit 892,455 460,387 2,313,693 1,163,177
- - - - -----------------------------------------------------------------------------
OPERATING EXPENSES
Research & Development 183,064 148,055 486,918 449,632
Selling & marketing 479,870 240,264 1,006,381 710,357
General & administrative 476,676 337,700 1,220,288 1,025,438
- - - - -----------------------------------------------------------------------------
Total Operating expenses 1,139,609 726,019 2,713,587 2,185,427
- - - - -----------------------------------------------------------------------------
Income (loss) from operations (247,154) (265,632) (399,894) (1,022,250)
OTHER INCOME (EXPENSES), NET 17,804 3,086 68,457 13,252
- - - - -----------------------------------------------------------------------------
Income (loss) before provision
for income taxes (229,350) (262,546) (331,437) (1,008,998)
- - - - -----------------------------------------------------------------------------
PROVISION (BENEFIT)
FOR INCOME TAXES - - 800 800
- - - - -----------------------------------------------------------------------------
NET INCOME (LOSS) $ (229,350) $ (262,546) $ (332,237) $(1,009,798)
= = = =============================================================================
NET INCOME (LOSS)
PER COMMON SHARE $ (0.05) $ (0.06) $ (0.07) $ (0.28)
= = = =============================================================================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 4,695,479 4,063,365 4,510,018 3,644,230
= = = =============================================================================