SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) December 14, 1999
Siti-Sites.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-15596 75-1940923
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
594 Broadway, Suite 1001, New York, NY 10012
(Address of principal executive offices)
Registrant's telephone number, including area code (212) 925-1181
Spectrum Information Technologies, Inc.
(Former name or former address, if changed since last report)
Item 2 - Acquisition or Disposition of Assets
As described below in this Item 2, in recent months Siti-Sites.com, Inc.
(formerly known as Spectrum Information Technologies, Inc., and hereinafter
referred to as "SITI" or the "Company") has acquired the assets of a number of
other websites primarily in exchange for SITI common stock. SITI has also sold
additional shares of its common stock in the financings described below in "Item
5 - Other Events." As a result of all of these transactions, SITI currently has
approximately 10,000,000 shares of common stock outstanding.
(a) Description of Transactions
On January 3, 2000, Siti-Sites.com, Inc. (formerly known as Spectrum
Information Technologies, Inc., and hereinafter referred to as "SITI" or the
"Company"), acquired all of the assets and certain liabilities of (i)
HungryBands.com (www.hungrybands.com), an e-commerce website and business
promoting and selling music by independent artists, (ii) NewMediaMusic.com
(www.newmediamusic.com), an e-news/magazine business devoted to new Internet
music, news releases by artists and record labels, interviews and other
information useful to fans and artists, and (iii) NewYorkExpo.com
(www.newyorkexpo.com), a music and Internet conference business. The acquired
assets consist primarily of intangible assets.
HungryBands.com was acquired for 150,000 shares of SITI common stock,
payable in three installments through June, 2000 to its founder and owner Ted
Mazola, as certain operating goals are achieved. HungryBands.com currently has
some 1,600 bands signed-up or linked into its website, and continues to add new
bands. The operation is complementary to SITI's Tropia.com (www.tropia.com)
business, which now has some 250 bands from selected artists and record labels,
but will continue to be operated as a separate website as part of the SITI music
group.
SITI acquired NewMediaMusic.com from Mr. Mazola and Steve Zuckerman, and
NewYorkExpo.com from New York Music Expo, Inc., a New Jersey corporation which
is wholly-owned by Mr. Zuckerman, for a total of 60,000 shares of SITI common
stock. In addition, Mr. Zuckerman was granted a 15% interest for three years in
the operating profits of NewYorkExpo.com's music and Internet conference
business, after completing an upcoming March, 2000 Expo (in which he was granted
a 75% interest). Messrs. Mazola and Zuckerman recently joined SITI as
Vice-President/Technology and Vice-President/NewMedia Development, respectively.
The NewMediaMusic e-magazine is updated on a continuing basis and has
working relationships with many major firms and personalities in this emerging
niche of the overall music industry. The Internet conferences promoted by
NewYorkExpo.com attract sponsors from the music and computer software/equipment
world, and help participating sponsors and exhibitors build the personal and
business networks that are creating this emerging branch of the music industry.
Mr. Zuckerman, who has over 20 years experience in the music industry and many
contacts within the established labels, indie domains and among artists, will
continue to manage these conferences.
The information set forth above is a summary only and is qualified in its
entirety by reference to the Purchase Agreement dated January 3, 2000, between
Siti-Sites.com, Inc. and Theodore Mazola, the Purchase Agreement-2 dated January
3, 2000, among Siti-Sites.com, Inc., Theodore Mazola and Steven Zuckerman, and
the Letter Agreement dated January 3, 2000, executed by New York Music Expo,
Inc. in favor of Siti-Sites.com, Inc., copies of which are attached as Exhibits
10.1, 10.2 and 10.3, respectively, hereto and are incorporated herein by
reference. In addition, a copy of SITI's press release announcing the
acquisitions described above is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 5 - Other Events
(a) EZCD.com
On December 23, 1999, SITI agreed to invest $500,000 in Volatile Media,
Inc., which does business as EZCD.com (www.ezcd.com) ("EZCD"), a premier custom
music compilation company. The terms of the SITI investment are subject to
negotiation and execution of final documents. In the interim, on December 23,
1999, SITI made a $500,000 bridge loan to EZCD, which comes due not later than
February 15, 2000, by which time final documents should be completed. Upon
closing of the investment, SITI will acquire convertible preferred
stock and five-year warrants (exercisable at substantially higher prices)
totalling approximately 4% of EZCD's common stock equity, after conversion and
exercise.
EZCD.com, which targets the same college and youth markets as SITI's
existing websites, combines varied content with highly-useful services to
artists and labels. These include an easy-to-use e-commerce and royalty
reporting system, automated publishing software to disseminate tour-dates and
other artist generated news, and powerful e-mail and communication tools.
EZCD.com's services to consumers and fans include personalized music selections
and one-click registration for newsletters and fan clubs, all of which fit into
SITI's long-range plans for its growing content on several websites. Each of
these websites will be cross-linked for commerce purposes.
Concurrently with the investment commitment, SITI has entered into a
Content and Technology Sharing Agreement with EZCD, under which EZCD will make
its music content, and the software and related technology for all of its
services, available on a private-label basis to all of SITI's websites. This
Sharing Agreement further provides for linkage between all of EZCD's websites
with all of SITI's e-commerce websites (presently www.tropia.com,
www.hungrybands.com, www.newmediamusic.com and www.newyorkexpo.com) for shared
promotion and commerce.
A copy of SITI's press release announcing the committed investment and the
bridge loan described above is attached as Exhibit 99.2 hereto and is
incorporated herein by reference.
(b) Annual Meeting, Additional Investment and Stock Transfer
At SITI's Annual Meeting of Stockholders on December 14, 1999, the
stockholders of SITI approved SITI's previously announced second round of
financing with Lawrence M. Powers, the Chairman/CEO and a major stockholder of
SITI, with SITI receiving $1,250,000. The financing was accomplished through
Powers & Co., a sole proprietorship owned by Mr. Powers. In addition,
resolutions changing SITI's corporate name to Siti- Sites.com, Inc., revising
its Certificate of Incorporation, enacting employee/director stock option plans,
electing its board of directors and approving all other items described in its
proxy statement were also approved at the Annual Meeting. SITI's Amended and
Restated Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on December 15, 1999. A copy of SITI's Amended and
Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto.
On December 21, 1999, Mr. Powers, through Powers & Co., purchased from
Maurice Schonfeld, a former Director of SITI, 166,666 shares of SITI common
stock, and an option to purchase 100,000 additional shares of common stock at
$0.15 per share, exercisable until December 11, 2003, for an aggregate purchase
price of $33,333, the price paid by Mr. Schonfeld. At that time, Mr. Schonfeld
sold his remaining shares of SITI common stock and his remaining options to John
DiNozzi, a business partner of Robert Ingenito, a Director of SITI, and another
individual at the price paid by Mr. Schonfeld for such common stock and options.
In addition, on December 23, 1999, Mr. Powers, through Powers & Co., Mr.
Ingenito, and Mr. DiNozzi purchased additional equity of SITI for an aggregate
of $500,000. They purchased an aggregate of 400,000 additional shares of SITI
common stock and options to purchase an aggregate of 200,000 additional shares
of SITI common stock at $2.50 per share, exercisable for five years. Lawrence
Powers has made a gift of one-half of the shares of SITI common stock and the
options he acquired in each of the transactions described above to his son,
Barclay Powers, a director of SITI.
A copy of SITI's press release announcing the results of SITI's Annual
Meeting and the additional $500,000 investment described above is attached as
Exhibit 99.3 hereto and is incorporated by reference.
This Current Report on Form 8-K contains statements that are
"forward-looking," which are based on management's current hopes and
expectations. There can be no guarantees as to SITI's or EZCD's future
performance, or that their plans or operations will prove successful. For a
discussion of the risks, capital needs and competition relating to SITI and its
business, see SITI's publicly filed quarterly reports (the latest is dated
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November 9, 1999), recent news releases, and its annual SEC report filed in
July, 1999, all of which are available on the Internet, and by request to SITI
at 594 Broadway, Suite 1001, New York, N.Y. 10012
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The Registrant is not required to file financial statements regarding the
acquisitions described above in "Item 2 - Acquisition or Disposition of Assets."
(b) Pro Forma Financial Information.
The Registrant is not required to file pro forma financial information
regarding the acquisitions described above in "Item 2 - Acquisition or
Disposition of Assets."
(c) Exhibits.
Exhibit No. Description
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3.1 Amended and Restated Certificate of Incorporation of Spectrum
Information Technologies, Inc.
10.1 Purchase Agreement dated January 3, 2000, between
Siti-Sites.com, Inc. and Theodore Mazola.
10.2 Purchase Agreement-2 dated January 3, 2000, among
Siti-Sites.com, Inc., Theodore Mazola and Steven Zuckerman.
10.3 Letter Agreement dated January 3, 2000, executed by New York
Music Expo, Inc. in favor of Siti-Sites.com, Inc.
99.1 Press release dated January 4, 2000
99.2 Press release dated January 11, 2000
99.3 Press release dated December 29, 1999
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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, thereto duly authorized.
Dated: January 14, 2000.
SITI-SITES.COM, INC.
By /s/ Lawrence M. Powers
----------------------
Lawrence M. Powers
Chief Executive Officer and
Chairman of the Board of Directors
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