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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): May 2, 2000
POPMAIL.COM, INC.
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction
of incorporation)
0-23243
(Commission File Number)
31-1487885
(IRS Employer
Identification No.)
1331 Corporate Drive, Suite 350, Irving, Texas 75038
(Address of principal executive offices) (Zip Code)
(Former Name or Former Address, if Changed Since Last Report)
Registrant's telephone number, including area code: (972) 550-5000
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Item 5. OTHER EVENTS
The Registrant's Press Release dated May 3, 2000, which is filed as
Exhibit 99.1 to this Form 8-K, is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3.1(a) Articles of Incorporation, as amended (Incorporated herein by
reference to Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended April 4, 1999)
3.1(b) Certificate of Designation of Series B Convertible Preferred
Stock (Incorporated herein by reference to Exhibit 3.1(b) to
the Company's report on Form 8-K dated June 22, 1999 and filed
on June 25, 1999)
3.1(c) Certificate of Designation of Series C 8% Convertible
Preferred Stock (incorporated herein by reference to Exhibit
3.1(c) to the Registrant's report on Form 8-K dated July 13,
1999 and filed on July 23, 1999)
3.1(d) Certificate of Designation of Series D 8% Convertible
Preferred Stock (incorporated hereby by reference to Exhibit
3.1(d) to the Registrant's Form 8-K dated September 1, 1999
and filed on September 16, 1999)
3.1(e) Articles of Amendment of Articles of Incorporation filed on
September 3, 1999 (incorporated hereby by reference to Exhibit
3.1(d) to the Registrant's Form 8-K dated September 1, 1999
and filed on September 16, 1999)
3.1(f) Certificate of Designation of Series F Convertible Preferred
Stock (incorporated herein by reference to Exhibit 3.1 of the
Company's Current Report on Form 8-K dated February 9, 2000
filed on February 24, 2000)
3.1(g) Certificate of Designation of Series E Convertible Preferred
Stock (incorporated herein by reference to Exhibit 3.1(g) of
the Company's Annual Report on Form 10-KSB for the fiscal year
ended January 2, 2000)
3.1(h) Certificate of Designation of Series G 10% Convertible
Preferred Stock
10.1 Form of Warrant
10.2 Securities Purchase Agreement, dated May 2, 2000 between the
Company and The Shaar Fund Ltd.
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10.3 Registration Rights Agreement, dated May 2, 2000 between the
Company and The Shaar Fund Ltd.
10.4 Investment Banking Agreement by and between the Company and
Sands Brothers & Co., Ltd. dated April 17, 2000.
10.5 Warrant Agreement dated as of April 17, 2000 between the
Company and Sands Brothers & Co., Ltd. (with attached Form
of Warrants)
99.1. Press Release dated May 8, 2000.
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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 thereunto duly authorized.
POPMAIL.COM, INC.
Date: May 8, 2000 By: /s/ Stephen D. King
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Name: Stephen D. King
Title: Chief Executive Officer
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Exhibit Index
3.1(h) Certificate of Designation of Series G 10% Convertible Preferred Stock
10.1 Form of Warrant
10.2 Securities Purchase Agreement, dated May 2, 2000 between the Company
and The Shaar Fund Ltd.
10.3 Registration Rights Agreement, dated May 2, 2000 between the Company
and The Shaar Fund Ltd.
10.4 Letter Agreement by and between the Company and Sands Brothers & Co.,
Ltd. dated April 17, 2000.
10.5 Warrant Agreement dated as of April 17, 2000 between the Company and
Sands Brothers & Co., Ltd. (with attached Form of Warrants)
99.1. Press Release dated May 8, 2000.
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