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 (Date of earliest event reported): April 16, 2001
EBIZ ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-27721 84-1075269
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
10225 East Via Linda
Suite 300
Scottsdale, Arizona 85258
(Address of Registrant's Principal Executive Offices) (Zip Code)
(480) 346-2020
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) Disposition of Assets
On April 16, 2001, EBIZ Enterprises, Inc., a Nevada corporation (the
"Company"), completed the sale of its wholly owned subsidiary, partnerAxis,
Inc.("partnerAxis"), a Utah corporation, to BySynergy, LLC ("BySynergy"), a
Delaware limited liability company pursuant to a Stock Purchase Agreement dated
April 13, 2001 (the "Agreement"). The business of partnerAxis includes a
proprietary marketing and distribution concept known as the Electronic Linux
Marketplace ("ELM"), and partnerAxis has continued its development 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. Up to the time of the sale by the Company, revenues from the
partnerAxis business were insignificant. The description contained in this Item
2 of the transactions consummated pursuant to the terms and conditions of the
Agreement is qualified in its entirety by reference to the full text of the
Agreement, which is incorporated herein by reference and is filed as an Exhibit
to this Current Report on Form 8-K (this "Form 8-K").
At the Closing, the Company conveyed all of the outstanding capital stock
of partnerAxis to BySynergy for a small cash payment, and the Company delegated
to BySynergy certain duties and obligations of the Company (the "Obligations")
set forth in the Use Restriction Agreement dated September 15, 2000 by and
between the Company and Caldera Systems, Inc. ("Caldera") as modified. BySynergy
expressly assumed the Obligations and agreed to fully perform all of the
Obligations which are identified as (i) providing a minimum of $1.1 million in
financing for partnerAxis no later than June 30, 2001 and continuing to develop,
fund and operate partnerAxis until December 31, 2001, (ii) paying to Caldera a
5% royalty on the total gross revenue earned by the Company , partnerAxis, their
successors and assigns with respect to the business of partnerAxis, and (iii)
granting to Caldera, for its internal business purposes only, a perpetual fully
paid-up, royalty free license to use all of the intellectual property,
technology, software, the computer programs, trade secrets, data, designs,
proprietary works and processes now-existing or as it may be developed in the
future that is used in or related to or associated with the business of
partnerAxis.
Neither the Company nor any of its affiliates, directors, or officers or
any associate of any of the Company's directors or officers had any material
relationship with the affiliates, directors or officers of BySynergy or any
associate of any of BySynergy's directors or officers.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1 Stock Purchase Agreement by and among BySynergy, partnerAxis and
the Company dated April 13, 2001.
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.
EBIZ ENTERPRISES, INC.
By: /s/ Dave Shaw
---------------------------
Dave Shaw
Chief Executive Officer
Dated: May 1, 2001
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1 Stock Purchase Agreement by and among BySynergy, partnerAxis and
the Company dated April 13, 2001.