1
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): May 10, 1999
Commission File No. 0-24833
FUTURELINK DISTRIBUTION CORP.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Colorado 95-3895211
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
300, 250 - 6th Avenue S.W., Calgary, Alberta CANADA T2P 3H7
- --------------------------------------------------------------------------------
(Address of principal executive offices) (ZIP Code)
(403) 216-6000
- --------------------------------------------------------------------------------
(Regisrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
2
ITEM 5. OTHER EVENTS
Effective May 10, 1999, the Registrant's board of directors accepted the
resignation of Robert H. Kohn as a director. In his stated reasons for
resigning, Mr. Kohn referred to the high level of commitment required by his
duties with other companies with which he is involved and his inability to
devote the time necessary to properly serve as a director of FutureLink. Mr.
Kohn made no reference to any disagreement with the Registrant on any matter
relating to the Registrant's operations, policies or practices and the
Registrant is not aware of any such disagreements. A copy of Mr. Kohn's letter
of resignation which was sent to the Registrant's Chairman of the Board is
attached as an Exhibit hereto.
Concurrent with the acceptance of Mr. Kohn's resignation, the Registrant's
board of directors appointed Michael S. Falk as a director to fill the vacancy
created by Mr. Kohn's resignation. Mr. Falk is Chairman and Chief Executive
Officer of Commonwealth Associates ("Commonwealth"), which firm recently
completed a private placement financing on behalf of the Registrant as placement
agent (see the Registrant's Form 8-K filed May 7, 1999). Pursuant to an agency
agreement between the Registrant and Commonwealth dated April 14, 1999, the
Registrant is obligated to nominate a Commonwealth nominee to its board of
directors. The vacancy created by Mr. Kohn's resignation allowed the Registrant
to meet this obligation earlier than anticipated, Mr. Falk being Commonwealth's
nominee to the board.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c.) Exhibits
17 Letter of Resignation of Robert H. Kohn dated May 3, 1999
99 News Release of the Registrant dated May 12, 1999
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FUTURELINK DISTRIBUTION CORP.
By: [signed: C. Chell] Date: May 14, 1999
--------------------------------------
Cameron Chell, Chief Executive Officer
By: [signed: R. Kilambi] Date: May 14, 1999
--------------------------------------
Raghu Kilambi, Chief Financial Officer
2
3
EXHIBIT INDEX
Exhibit No. Page
- ----------- ----
17 Letter of Resignation of Robert H. Kohn dated May 3, 1999 4
99 News Release of the Registrant dated May 12, 1999 5
3