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) November 28, 2001
SITI-Sites.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-15596 75-1940923
(State or other jurisdiction of (Commission IRS Employer
incorporation or organization) File Number) Identification No.)
594 Broadway, Suite 1001, New York, New York 10012
(Address of principal executive offices)
Registrant's telephone number, including area code (212) 925-1181
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
Siti-Sites.com, Inc., a Delaware corporation, and its various divisions
(referred to collectively as "SITI" or the "Company") have been operating as an
Internet media company with three websites for the marketing of news and
services. The Company's websites relate entirely to the music industry. SITI has
lost money continuously since its inception in 1999. Following conclusion of the
second fiscal quarter ended September 30, 2001, management who are its primary
investors, intended to continue operations by investing approximately $600,000
in further equity capital in the Company. But on November 13, 2001 they
determined that such limited funding would not accomplish a meaningful result
for the investors or the Company, and terminated discussions of such financing
plan. The Company has since been liquidating in an orderly manner.
Recent Events
Liquidation. The previously announced liquidation of the Company's assets is
being brought to conclusion in December, 2001. The Company's only substantial
liability, consisting of the remaining nine months on its lease for office
premises at 594 Broadway in New York City, has been amicably settled, and
terminated as of December 31, 2001. Concurrently office furniture and
unnecessary computers are being sold off expeditiously, and all employees were
terminated in November. A team of two software consultants is being paid in
December and thereafter week to week, to complete the Company's Artist Promotion
System. Attempts will then be made to license portions thereof, working with a
marketing consultant. All three consultants have worked for the Company during
previous months, and will be helpful in enabling the Company to realize any
near-term value in such system. As a result of the termination of all operating
employees, President Robert Ingenito and Executive Vice-President John Iannitto
have determined to resign to pursue their other business interests, but Mr.
Ingenito remains a director of the Company. Mr. Ingenito has purchased excess
computer and copying equipment from the Company for approximately $8,700, at
prices which were no less than could be obtained by the Company on an
arms-length basis from third parties.
Financing. The Company required a small financing to complete its employee
terminations, asset liquidation and provide for ongoing corporate expenses.
Major investors in the Company have provided $110,000 in equity funds,
purchasing 4,400,000 shares of common stock at $.025 per share, which closed as
of December 7, 2001.
The Company's stock was recently trading at $.03 per share with nominal volume,
during the seven-day offer/closing period. The shares sold to major investors
were not registered under the Securities Act of 1933, were purchased for
investment and are not readily marketable, generally resulting in discounts of
up to 50% in purchase value. There was also substantial business risk to the
purchasers because the Company has no continuing operations and is being
liquidated.
The participating investors were Lawrence M. Powers, Robert Ingenito, John
DiNozzi, John Iannitto, Steven E. Gross and Colvil Investments, in varying
amounts parallel to their respective option holdings. Each purchasing investor
was further required to surrender all of his outstanding options to purchase
common stock of the Company, acquired on making each previous investment. These
consisted of options for a total of 4,400,000 shares, previously exercisable at
prices ranging from $.15 to $2.50 per share, and expiring between 2003 and 2006.
All of such options are now cancelled and terminated, reducing all outstanding
stock options by over 90%. This surrender and cancellation was intended to make
future merger, sale or other business possibilities for the Company easier to
achieve.
The Company will now seek merger or sale possibilities with operating businesses
who perceive value in its publicly traded corporate shell with 5,400
shareholders. The Company has now been audited for the past four fiscal years,
and has neither debt, nor material expenses or ongoing liabilities, except as
required to preserve the corporate entity and make necessary SEC filings. There
are approximately 20,000,000 shares of common stock now outstanding as a result
of the recent financing described above.
The Company has options, previously held by employees in 1998 (before current
major investors purchased control), which still remain outstanding, for the
purchase of 415,577 shares, exercisable at prices ranging from $.35 to $2.15 per
share, expiring between 2004 and 2006.
Item 7. Exhibits
Exhibit No. Description
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10.1 Stock Purchase Offer to Major Investors, November 28, 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, thereto duly authorized.
Dated: December 10, 2001
SITI-Sites.com, Inc.
By /s/ Lawrence M. Powers
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Lawrence M. Powers
Chief Executive Officer and
Chairman of the Board of Directors