U.S. 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 Report (Earliest event reported): September 19, 2000
EBIZ ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 0-27721 84-1075269
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
15695 North 83rd Way
Scottsdale, Arizona 85260
(Address of Principal/Executive Offices)
(480) 778-1000
(Registrant's Telephone Number Including Area Code)
ITEM 2. ACQUISITION OF ASSETS
On September 19, 2000, Ebiz Enterprises, Inc. ("EBIZ") acquired from
Caldera Systems, Inc. ("CALDERA") all of the intellectual property and certain
other specified assets related to Caldera's proprietary marketing and
distribution concept known as the Electronic Linux Marketplace ("ELM"). Ebiz
intends to operate these assets as a separate wholly owned corporation to be
known as partnerAxis, inc. partnerAxis will serve as a business-to-business
Web-based provider of knowledge exchange, Linux product sales, advertising,
membership and channel development. The ELM concept is intended to be a unique
virtual community specifically designed to attract users, manufacturers and
electronic solution providers, and to provide information and support to develop
and market Linux solutions (and other innovations). Dean Taylor, a former Vice
President of Caldera, along with other Caldera employees, will join Ebiz as a
part of the transaction and serve as Executive Vice President of partnerAxis.
Mr. Taylor will be heading partnerAxis operations.
Ebiz issued 1,000,000 shares of its common stock to Caldera as
consideration for the ELM assets. Up to 4,000,000 additional shares of Ebiz's
common stock may be issued to Caldera based on the earnings performance of
partnerAxis during the period from December 15, 2000 to December 15, 2001. The
precise number of additional shares to be issued will be determined by a formula
based on the actual partnerAxis earnings and the market price for Ebiz's common
stock.
The ELM assets consist principally of ideas, concepts, software systems and
other intellectual property related to the ELM. Certain specified computer and
office equipment were also acquired by Ebiz.
ITEM 5. OTHER EVENTS
Simultaneously with the acquisition of the ELM assets described above, Ebiz
issued 3,000,000 shares of its common stock to Caldera in exchange for Caldera's
investment of $3,000,000 cash. The proceeds from this investment are segregated
and will be used exclusively to fund and develop partnerAxis and the ELM.
Also in connection with this transaction, Ransom Love, Caldera's President
and Chief Executive Officer, is to be appointed to Ebiz's board of directors.
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.
Dated: October 2, 2000. EBIZ ENTERPRISES, INC.
By: /s/ Jeffrey I. Rassas
------------------------------------
Jeffrey I. Rassas
Chief Executive Officer