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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
May 4th, 2000
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Date of Report (Date of earliest event reported)
eVentures Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 33-19435 75-2233445
(State or Other Jurisdiction of Commission File (I.R.S. Employer
Incorporation or Organization) Number Identification No.)
300 Crescent Court, Suite 800
Dallas, Texas 75201
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(Address of Principal Executive Offices) (Zip Code)
214-777-4100
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Registrant's telephone number, including area code
One Evertrust Plaza, 8th Floor
Jersey City, New Jersey 07302
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(Former Name or former Address, if Changed Since Last Report)
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Item 5. Other Events.
On May 4th, 2000, we completed a $13 million investment in
PhoneFree.com, Inc. (formerly known as i2v2.com, Inc.). We purchased a total of
1,856,199 shares of newly-issued Series A Cumulative Convertible Preferred Stock
of PhoneFree in exchange for cash of $10 million and the cancellation of
$3,035,671 of indebtedness owed by PhoneFree to us under our March 2nd, 2000
bridge loan to PhoneFree. The PhoneFree preferred stock that we purchased
carries a 7% cumulative dividend, is convertible into 1,856,199 shares of
PhoneFree common stock, and votes with the PhoneFree common stock on all
matters. We also received the right to appoint an additional director to the
board of directors of PhoneFree. As part of our investment in PhoneFree, we also
received a four-year warrant to purchase 100,000 shares of PhoneFree common
stock at $7.11 per share.
The general terms of PhoneFree.com's private placement were announced
in a press release dated May 11, 2000, a copy of which is filed as an exhibit to
this Report and is incorporated by reference into this Report as if set forth
herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits.
99.1 Press Release, dated May 11, 2000.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
eVentures Group, Inc.
May 11th, 2000
By /s/ STUART J. CHASANOFF
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Name: Stuart J. Chasanoff
Title: Senior Vice President, Corporate Development and Legal Affairs.
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated May 11, 2000.