UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
March 13, 2001
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Universe2U Inc.
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(Exact name of registrant as specified in its chapter)
Nevada
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(State or other jurisdiction of incorporation)
333-86331
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(Commission File Number)
88-0433489
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(IRS Employer Identification No.)
30 West Beaver Creek Rd. - Suite 109
Richmond Hill, Ontario, Canada
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(Address of principal executive offices)
L4B 3K1
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(Zip Code)
(905) 881-3284
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(Registrant's telephone number, including area code)
Item 5. Other Events.
On March 13, 2001, Universe2U Inc. (the "Company") consummated the sale of
219,725 shares of its common stock to Dominion Fixed Income Plus Investments
Ltd. (the "Investor") in a private placement which resulted in net proceeds to
the Company of $550,000. The foregoing securities were issued pursuant to the
exemption from registration provided by Regulation S promulgated under the
Securities Act of 1933, as amended. The securities sold to the Investor are
restricted and may not be offered or re-sold in the United States absent
registration or an exemption from registration. The shares of common stock
issued pursuant to such placement are subject to anti-dilution price protection
until March 13, 2002, exercisable with respect to each share of the purchased
shares (the "Reset Right"), whereby upon notice from the Investor, each of such
purchased shares shall have its respective original purchase price of $2.50 per
share reset in accordance with the formula below (the "Reset Price"). In the
event of a Reset Price, an additional number of shares shall be issued to the
Investor based upon the difference between the original purchase price and the
average of the publicly quoted high and low trading price of the Company's
Common Stock during the five (5) days prior to notice to the Company of exercise
of the Reset Right (the "High-Low Average Price"). The Company shall issue such
additional number of shares to the Investor calculated by (a) subtracting the
High-Low Average Price from the original purchase price, (b) multiplying the
difference thereof by the number of shares that are the subject of the Reset
Right notice from Investor; and (c) dividing the product thereof by the original
purchase price. The Reset Right is exercisable with respect to any or all of
the purchased shares in whole or in part at any time until March 13, 2002. The
Company, at its sole discretion, may redeem the purchased shares for a period of
up to twenty-five (25) days from the March 13, 2001 closing date (the
"Redemption Period") upon repayment, in whole or in part, of the aggregate
original purchase price plus a redemption fee in cash equivalent to two percent
(2%) of the original purchase price per share of the shares redeemed, or a pro
rata amount of the aggregate original purchase price if all shares are not
redeemed in full. The Company, at its sole discretion, may, prior to the
expiration of the Redemption Period, extend such Redemption Period for an
additional twenty-five (25) days upon payment to Investor of a fee in cash
equivalent to two percent (2%) of the aggregate original purchase price. The
Company may renew and extend the Redemption Period for two additional
consecutive periods upon payment of the foregoing fees.
The Company intends to use the proceeds from the foregoing investment for
general corporate and operating purposes.
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.
UNIVERSE2U INC.
Date: March 13, 2001 By: /s/ Kim Allen
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Kim Allen
Chief Executive Officer