UNITED STATES
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 reported) November 10, 2000
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Communicate.com Inc.
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(Exact name of registrant as specified in its chapter)
Nevada 000-29929 88-0346310
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
#360 - 220 Cambie Street, Vancouver, BC V6B 2M9
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 687-2142
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(Former name or former address, if changed since last report)
INFORMATION TO BE INCLUDED IN REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 10, 2000, Communicate.com Inc., a Nevada corporation (the
"Company"), pursuant to a Purchase Agreement entered into on November 8, 2000
(the "Purchase Agreement"), acquired 11,714,080 shares of the capital stock of
Communicate.com Inc., an Alberta corporation ("Communicate Alberta"), from Bryan
Liew. In consideration for the Communicate Alberta shares, the Company (i)
issued an aggregate of 1,000,000 shares of its Common Stock to the Mr. Liew,
(ii) made a cash payment of $400,000 to Mr. Liew, and (iii) agreed to either (a)
make additional cash payments totaling an aggregate of $1,100,000 to Mr. Liew,
or (b) if the Company is unable or fails to make such payments, to issue up to
an additional 2,200,000 shares of Common Stock to Mr. Liew. The Company financed
the acquisition through a loan (the "Loan") provided by Pacific Capital Markets
Inc. ("PCMI") providing for up to $1,500,000 to be used solely for the
acquisition of the shares from Mr. Liew. The Loan is due and payable on demand
and is secured by substantially all of the assets of the Company, as evidenced
by a Loan and Security Agreement dated November 10, 2000 between the Company and
PCMI.
The Company negotiated the purchase price and terms of payment through
arms-length negotiations with Mr. Liew. The Company reviewed and analyzed
Communicate Alberta's assets, liabilities, management and prospects in
determining the amount of the consideration to pay for the shares of Communicate
Alberta.
Business. Communicate Alberta owns and operates a network of websites and
uniform resource locators ("URLs") that share a common technology platform and
infrastructure. Communicate Alberta is assembling its roster of more than 30
intuitive, generic domains in such categories as Health & Beauty (such as
Makeup.com and Perfume.com) and Sports & Recreation (such as Wrestling.com and
Boxing.com) into a network of online businesses built with the Internet's best
technologies from providers such as Oracle, Sun, BEA and Interwoven. The
operating businesses in the Communicate Alberta network share a common platform
and infrastructure, creating a highly scalable, adaptable and efficient way for
Communicate Alberta's partners to add branding and e-commerce channels to their
online strategy, while also capitalizing on the generic domain names' ability to
intuitively attract customers. Through the network's economies of scale,
Communicate Alberta can enable its strategic partners to quickly and easily
participate in e-commerce much faster and more cost effectively. Communicate
Alberta's business model for these operating businesses include multiple revenue
streams via e-commerce, data mining, infrastructure/shared services, and
sponsorships/advertising. Communicate Alberta is also creating a ventures group
designed to maximize value within its portfolio of 400 other domain names by
strategically participating and investing these assets into other companies'
business plans and operations.
Communicate Alberta had revenues generated during its last two fiscal years from
its previous business operations as an Internet consulting firm, prior to
selling its Internet consulting contracts in January of 2000. Communicate
Alberta is now in the early stages of operating a network of related online
businesses.
Key targets for Communicate Alberta's products are established non-Internet
businesses that are leaders in their respective industries, where Communicate
Alberta will offer a long-term,
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strategic partnership in exchange for commitments which could include cash,
marketing exposure, access to limited products, and business development
activities. Another related target for Communicate Alberta's products are
end-consumers who will purchase the diversified products and services that are
represented by Communicate Alberta's various operating online businesses.
Distribution Methods. Communicate Alberta will distribute its products and
services over the Internet and through distribution partners. Communicate
Alberta's main product, the technology platform and infrastructure, is centrally
available to strategic partners and is accessed by end-consumers through web
sites which are housed and monitored in a secure data center in Vancouver,
Canada. The end-consumer products sold through Communicate Alberta's operating
businesses will be distributed and fulfilled either directly by the operating
business itself or through distribution partners around the world.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
The financial statements for Communicate Alberta, including pro forma financial
statements required to be filed because of the Company's acquisition of capital
stock of Communicate Alberta, shall be filed by amendment to this report prior
to January 22, 2000.
EXHIBITS
(a) Purchase Agreement, dated November 8, 2000, between Communicate.com Inc.
and Bryan Liew. (incorporated by reference from the Company's report on
Form 10-QSB for the period ended June 30, 2000).
(b) Loan and Security Agreement between Pacific Capital Markets Inc. and
Communicate.com (incorporated by reference from the Company's report on
Form 10-QSB for the period ended June 30, 2000).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Communicate.com Inc. has duly caused this report to be signed on its behalf by
the undersigned, who is duly authorized.
COMMUNICATE.COM INC.
Dated: November 25, 2000 By: /s/ Graham Heal
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Graham Heal, Director
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