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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: March 22, 2000
INTERNET SERVICE NETWORK, INC.
(formerly, Hawkeye Corporation)
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-28065 58-2489419
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(Commission File No.) (IRS Employer Identification No.)
204 East McKenzie Street, Unit D
Punta Gorda, Florida 33950
941-575-7878
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(Address, Zip Code and Telephone Number of Principal Executive Offices)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(See the information set forth below, under "Item 2. Acquisition or Disposition
of Assets.")
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Registrant was incorporated under the laws of Delaware as Hawkeye
Corporation ("Hawkeye"), a developmental stage company created to engage in a
merger or acquisition. It had no operations other than issuing shares to its
original shareholders. Internet Services Network, Inc. ("Internet Services") was
a closely held, private company, organized as a Florida corporation.
On March 22, 2000 (the "Closing Date"), Hawkeye and Internet Services
entered into a merger agreement (the "Merger Agreement"), which provided for the
merger of Internet Services into Hawkeye (the "Merger"). Immediately prior to
the Merger, the Registrant had:
- 100,000,000 shares of voting common stock, $0.0001 par value,
authorized
- 20,000,000 shares of preferred stock, $0.0001 par value,
authorized
- 2,661,000 of the voting common shares issued and outstanding, of
which: 2,500,000 shares were held by Gilbert H. Davis; 96,000
shares were held by Erik S. Nelson; 50,000 shares were held by ESN
Financial, L. P.; and 1,000 shares were held by each of the
following--David Lesch, Mark Wisor, Julie Zimmerman, John Daly,
Jeffrey J. Love, Nathan Degyansky, Richard G. Manzardo, Stephen C.
Crumpton, Justin Hoehn, Canyon Group LLC, Adam E. McPherson, John
R. Wallace, Glenn Miller, Joanne and Gary Luckembry
(collectively), and Lynwood B. Vaughn
- 1,325,000 Class A Warrants, each to purchase one voting common
share of the Registrant at an exercise price of $3.00 per share,
issued
- 1,325,000 Class B Warrants, each to purchase one voting common
share of the Registrant at an exercise price of $5.00 per share,
issued
- no outstanding preferred shares
The Class A Warrants may be redeemed at a price of $0.01 per Class A
Warrant if the price per share of the Registrant's common stock closes above
$4.50 for twenty consecutive trading days. The Class B Warrants may be redeemed
at a price of $0.01 per Class B Warrant if the price per share of the
Registrant's common stock closes above $7.50 for twenty consecutive trading
days. The Class A and Class B Warrants provide for registration rights with
respect to the Warrants and underlying shares, and have a three-year term.
The Merger was consummated on March 23, 2000. In the Merger, all of the
issued and outstanding stock of Internet Services--consisting of 1,000 shares of
voting common stock, $0.10 par value, all of which was owned by Werner K.
Ebner--were exchanged for and converted into 24,000,000 shares of voting common
stock of the Registrant, and the name of the Registrant was changed to "Internet
Service Network, Inc." All of the Registrant's voting common stock issued in the
Merger are restricted securities.
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Immediately following the Merger, Mr. Ebner owned 90% of the issued and
outstanding common shares of Registrant. Immediately following the Merger, the
Registrant had issued and outstanding:
- 26,661,000 shares of voting common stock
- 1,325,000 Class A Warrants, each to purchase one voting common
share of the Registrant at an exercise price of $3.00 per share
- 1,325,000 Class B Warrants, each to purchase one voting common
share of the Registrant at an exercise price of $5.00 per share
- no shares of preferred stock
Following the merger, Gilbert H. Davis, the president, secretary, and
director of the Registrant, resigned as an officer and director of the
Registrant. The Board of Directors of the Registrant is set at five members and
includes: Werner K. Ebner, Lesly Benoit, Jr., Dieter Maschewsky, and Dr.
Reinhard Schiffel. There is currently one vacancy on the Board. The interim
members of the Board will serve until the annual shareholders meeting, at which
time shareholders can elect new directors or reelect the existing directors.
Effective March 25, 2000, the interim board of directors of the Registrant
appointed: Werner K. Ebner as President and Chief Executive Officer of the
Registrant; Lesly Benoit, Jr. as Secretary and Chief Financial Officer of the
Registrant; and Dieter Maschewsky as Vice President and Chief Operating Officer
of the Registrant. The Registrant intends to obtain a new trading symbol for the
Registrant's stock, file the necessary quarterly and annual reports to the
Securities and Exchange Commission in order to maintain the Company's OTC-BB
listing as a public company, and change its name to "ISNI.net, Inc."
Internet Services paid a $25,000 consulting fee to Coral Capital Partners
at the time the Merger Agreement was entered into, and an additional $100,000 to
Coral Capital Partners at the closing of the Merger.
Pursuant to the Merger Agreement: (a) Internet Services agreed to prepare
and file audited financial statements with the Securities and Exchange
Commission within 60 days of the Closing Date; and (b) the Registrant will file
an appropriate registration statement registering resales of the currently
outstanding Hawkeye common shares, the Class A warrants, the Class B warrants,
and all Hawkeye shares to be issued upon exercise of those warrants so that
those securities qualify for secondary market trading under the federal
securities laws as well as the "blue sky" laws of the various states.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial statements required to be filed pursuant to this item will be
filed by amendment no later than 75 days from the Closing Date.
The following exhibits are attached to this filing and incorporated
herein by reference.
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- Exhibit 2.1--Merger Agreement between Hawkeye Corporation and
Internet Services Network, Inc., dated 22 March 2000.
- Exhibit 2.2--Certificate of Merger of Internet Services Network,
Inc. into Hawkeye Corporation, dated 23 March 2000.
Descriptions of the Merger are qualified in their entirety by the
provisions of the Merger Agreement and the exhibits to this document.
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.
INTERNET SERVICES NETWORK, INC.
Date: By: /s/
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Lesly Benoit, Chief Financial Officer