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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
May 10, 2000
Date of Report (Date of Earliest event reported):
E Com Ventures, Inc.
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(Exact name of registrant as specified in its charter)
Florida 0-19714 65-0977964
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State of Commission File IRS Employer
Incorporation Number. Identification No.
11701 N.W. 101st Road, Miami, Florida 33178
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Address of principal executive offices
Registrant's telephone number, including area code (305) 889-1600
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Perfumania, Inc.
(Former name or former address, if changed since last report)
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Item 5. Other Event.
On May 10, 2000, E Com Ventures, Inc. ("ECOMV") executed a Stock
Purchase Agreement by and among ECOMV, Zero.net, Inc. and Envision Development
Corporation ("EDC") (the "Agreement"). Pursuant to the terms of the Agreement,
ECOMV acquired 100% of the issued and outstanding common stock of perfumania.
com (the "Shares"), effective as of April 29, 2000. As consideration for the
Shares. ECOMV transferred four hundred thousand (400,000) shares of EDC's $0.01
par value common stock that was held by ECOMV. Additionally, pursuant to the
terms of the Agreement, Zero.net, Inc., a Delaware corporation, acquired from
ECOMV one hundred thousand (100,000) shares of EDC's common stock for a purchase
price of two million five hundred thousand dollars ($2,500,000).
A copy of the Agreement is included herein as Exhibit 5.1 and a copy of
the press release with respect to the transaction is included herein as Exhibit
99.1. The Agreement and press release are incorporated herein by reference into
this Item 5 and the foregoing description of such transaction is qualified in
its entirety by reference to such exhibits.
In connection with the transactions contemplated by the Agreement,
Alta Limited, a corporation organized under the laws of the Jersey Channel
Islands, exercised its option to acquire five hundred thousand (500,000) shares
of EDC's common stock from ECOMV, pursuant to the terms of a stock option
agreement dated December 10, 1999, for an exercise price of four million
dollars ($4,000,000).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits
Exhibit No. Description
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2.1 Perfumania.com, Inc. Stock Purchase Agreement, dated
as of April 29, 2000, Agreement Among E Com Ventures,
Inc., ZERO.NET, Inc. and Envision Development
Corporation
99.1 Press Release, dated May 15, 2000.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized this 18th day of May, 2000.
E COM VENTURES, INC.
By: /s/ A. MARK YOUNG
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A. Mark Young
Chief Financial Officer