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): February 14, 2000
ii GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-14026 59-219720
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State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7000 W. Palmetto Park Road, Suite 501
Boca Raton, Florida 33433
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 620-9202
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(Former name or former address, if changed
since last report.)
Item 2. Acquisition or Disposition of Assets.
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On February 14, 2000, iiGroup, Inc., an Internet holding company formed
to acquire Internet content and information providers, today announced that it
has acquired Travlang.com (www.Travlang.com). Travlang is the premier Internet
foreign travel language web site. The terms of the purchase were 250,000 shares
of iiGroup common stock and $210,000 payable as follows: (i) $50,000 in cash on
January 14, 2000, (ii) $100,000 cash on or before February 15, 2000, and (iii)
assumption of $60,000 of liabilities by iiGroup.
iiGroup also assumed a consulting agreement with Michael Martin
providing for annual compensation of $24,000 and 100,000 options to purchase
iiGroup common stock at $3.00 per share.
Travlang.com is a site that has existed for nearly five years and is
recognized as the leader in providing free access to over 70 foreign language
translation dictionaries to over half a million unique visitors a month. The
site provides a variety of useful tools and links to some of the best places on
the Internet. This has allowed the site to sell tens of thousands of banner
advertising.
Travlang.com's success at increasing traffic is an indicator to iiGroup
that the content of the site has revenue-bearing value to other sites. The
increasing use of the Internet for travel bookings and research has lead to
tremendous growth of both foreign and domestic traffic on Travlang.com. This
trend gives iiGroup the opportunity to establish relationships with other
companies that will provide services and products to Travlang traffic, while
increasing revenues and value for iiGroup.
Travlang.com features the following:
--Round-the-clock access to the most complete coverage of foreign
language on the Internet, which includes over 70 foreign languages in dictionary
form.
--A direct link to over 7,000 different web sites on the Internet
relating to both foreign travel and language.
--A Travel Concierge which enables site visitors to explore the travel
library, create travel plans, and consult with a travel agent for personalized
travel planning.
--A Currency Exchange which gives the site visitor the latest exchange
rates for foreign currencies. X A World Wide Hotel which allows the user to find
hotels and book reservations at over 30,000 hotels in 5,000 cities in 140
countries.
Item 5. Other Events
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Effective January 31, 2000, Neil Swartz was elected President and a
director of iiGroup. Mr. Swartz is currently a principal of MCG Partners with C.
Lawrence Rutstein, a director of iiGroup. MCG Partners is a merchant banking
firm. Bruce Hausman, formerly president, remains a director, secretary and
treasurer.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
The audited financial statements required pursuant to Rule 3.05(b) of
Regulation S-X of the Securities Exchange Act of 1934, will be filed by
amendment to this Form 8-K, as soon as such information is available.
(b) Pro Forma Financial Information.
Pro forma financial information, pursuant to Rule 11-01 of Regulation
S-X of the Securities Exchange Act of 1934, will be filed by amendment to this
Form 8-K, as soon as such information is available.
(c) Exhibits.
10.69 Asset Purchase Agreement among Gourmetmarket.com, Inc. and
iiGroup, Inc.
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.
iiGROUP.COM, INC.
Date: February 28, 2000 By: /s/ Neil Swartz
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Neil Swartz, President
EXHIBIT INDEX
EXHIBIT DESCRIPTION
10.69 Asset Purchase Agreement among Gourmetmarket.com, Inc. and
iiGroup, Inc.