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UNITED STATES
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 earliest event reported: May 1, 2000
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NEXT GENERATION MEDIA CORP.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA 2-74785-B 88-0169543
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8380 Alban Road, Springfield, Virginia 22150
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 913-0425
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
ACQUISITION OF APPROXIMATELY 52% OF NEXT GENERATION MEDIA CORPORATION
FULLY-DILUTED STOCK
On May 1, 2000, The BigHub.com, Inc. ("BigHub") purchased stock and
options to purchase common stock equal to approximately 52% of the fully-diluted
issued and outstanding capital stock of Next Generation Media Corporation
("NexGen"), from Gerard Bernier, Joel Sens, John Banas, and an aggregate of 25
other shareholders of NexGen.
BigHub purchased the shares of NexGen common stock using shares of BigHub
common stock as consideration. The NexGen common stock was valued at $1.70 per
share, while BigHub's common stock was valued at $5.00 per share, both based on
market prices of the stock. The securities purchased from shareholders of NexGen
consisted of (i) 661,404 shares of NexGen common stock which were converted from
an aggregate of 247,365 shares of NexGen's Series A Preferred Stock held by 25
shareholders (the "Series A Preferred Stockholders"); (ii) an aggregate of
94,581 shares of NexGen common stock paid to the Series A Preferred Stockholders
as dividends; (iii) options to purchase an aggregate of 164,915 shares of NexGen
common stock, with an exercise price of $.16 per share, assigned to BigHub by
the Series A Preferred Stockholders; (iv) options to purchase an aggregate of
300,000 shares of NexGen common stock, with an exercise price of $.50, from
Gerard R. Bernier and Joel Sens; and (v) an aggregate of 2,419,115 shares of
common stock held by Gerard Bernier, Joel Sens and John Banas.
The total number of BigHub shares paid as consideration for the NexGen
securities was 1,079,545, which were valued under the transaction at an
aggregate price of $5,397,725. Gerard Bernier, Joel Sens, and John Banas,
received an aggregate of 822,499 shares of BigHub common stock, while the
remaining selling shareholders of NexGen received an aggregate of 257,046 shares
of BigHub common stock. In addition, Mr. Bernier and Mr. Sens received options
to purchase an aggregate of 300,000 shares of BigHub's common stock at an
exercise price of $1.25 per share and options to purchase an aggregate of
400,000 shares of BigHub's common stock at an exercise price of $5.50 per share.
In conjunction with the transactions between BigHub and the selling
shareholders described above, NexGen received a working capital loan in the
amount of $500,000 from BigHub and agreed to include two appointees of BigHub on
its five member Board of Directors.
BigHub (www.thebighub.com) is a business-to-business e-commerce solution
provider that delivers private branding content for high-traffic Internet
companies, and is a gateway to a network of "Big"-branded affiliate sites
designed to leverage the traffic and capabilities of BigHub's meta-search
engine. Allowing users to simultaneously
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search multiple search engines, web directories and news databases on one site,
BigHub's proprietary search technology was previously named among the Web's top
10 search engines by The New York Times and The Miami Herald. By uniting a
diverse portfolio of "Big" companies - such as The BigStore.com - within a
web-based network, BigHub seeks to create a consumer destination with an
emphasis on commerce, content and community. Current licensees of BigHub's
business-to-business e-commerce solutions, search technologies and content
include China.com, Quepasa.com and PriceNetUSA.com.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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2.1 Stock Purchase Agreement, dated March 16, 2000, by and among The
BigHub.com, Inc., Next Generation Media Corp., the "Preferred
Shareholders" and the "Common Shareholders."
2.2 Stock Purchase Agreement, dated March 16, 2000, by and among The
BigHub.com, Inc., Next Generation Media Corp., Gerard R. Bernier,
and Joel Sens.
10.1 Registration Rights Agreement, dated March 16, 2000, by and among
BigHub.com, Inc. and Investors.
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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.
THE BIGHUB.COM, INC.
Date: May 17, 2000 By: /s/ Frank Miller
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Name: Frank Miller
Title: Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number Description of Document
2.1 Stock Purchase Agreement, dated March 16, 2000, by and among
The BigHub.com, Inc., Next Generation Media Corporation, the
"Preferred Shareholders" and the "Common Shareholders."
2.2 Stock Purchase Agreement, dated March 16, 2000, by and among
The BigHub.com, Inc., Next Generation Media Corporation,
Gerard R. Bernier, and Joel Sens.
10.1 Registration Rights Agreement, dated March 16, 2000, by and
among BigHub.com, Inc. and Investors.