SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 26, 2000
UPROAR INC.
(Exact name of registrant as specified in its charter)
Delaware 000-29971 133919458
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
240 West 35th Street, New York, NY 10001
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (212) 714-9500
Item 5. Other Events
Uproar Inc. (the "Company") has agreed to acquire iwin.com, Inc., a
Delaware corporation ("iwin"). Pursuant to an Agreement and Plan of
Reorganization, dated as of July 25, 2000, by and among the Company, iwin, iwin
Acqusition Corporation, a Delaware corporation and a wholly owned subsidiary of
the Company ("Merger Sub"), stockholders' agent and stockholders named therein,
at the effective time of the acquisition ("Effective Time"), Merger Sub will
merge with and into iwin and iwin will become a wholly-owned subsidiary of the
Company ("Merger").
In the transaction, each holder of an outstanding share of iwin Common
Stock will receive a fraction of a share of Common Stock of the Company equal to
the Exchange Ratio. The "Exchange Ratio" equals a number, the numerator of which
shall be fourteen million eight thousand three hundred three (14,008,303), and
the denominator of which shall be equal to the sum of (X) the aggregate number
of shares of iwin Common Stock outstanding as of the Effective Time (including
each share of iwin Common Stock into which shares of iwin Preferred Stock shall
be converted (on a one to one basis) prior to the Effective Time), (Y) the
aggregate number of shares of iwin Common Stock issuable upon exercise of all
options of iwin ("iwin Options") outstanding and vested as of the Effective
Time, including iwin Options the vesting of which will accelerate as a result of
the consummation of the Merger, and (Z) the aggregate number of shares of iwin
Common Stock issuable upon exercise of all warrants of iwin outstanding as of
the Effective Time. In the transaction, the Company will also assume all
outstanding stock options and warrants previously issued by iwin. As of July 25,
2000, iwin had outstanding 7,068,180 shares of Common Stock, 8,525,692 shares of
Preferred Stock, 2,392,973 shares of Common Stock subject to outstanding options
(26,875 of which were vested on such date and the vesting of 1,277,114 of which
will accelerate automatically at the Effective Time) and 60,000 shares of Common
Stock subject to outstanding warrants.
The Merger, which is expected to close in mid October 2000 or early
November 2000, is expected to be accounted for as a tax-free acquisition and is
subject to the approval of the stockholders of the Company and iwin. The Company
has received the agreement of certain iwin stockholders holding a majority of
iwin's Common Stock and Preferred Stock to vote in favor of the transaction.
Further details regarding this announcement are contained in the
Company's press release dated July 26, 2000, attached as an exhibit hereto and
incorporated by reference herein.
Item 7. Exhibits.
Exhibit
Number Description
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99.1 Press release, dated July 26, 2000.
SIGNATURE
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.
Uproar Inc.
Date: August 3, 2000 /s/ Kenneth D. Cron
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Kenneth D. Cron
Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated July 26, 2000