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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) March 18, 2002
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ADSTAR, INC.
(Exact name of Registrant as specified in its charter)
Delaware 001-15363 22-3666899
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4553 Glencoe Avenue, Suite 325
Marina del Rey, California 90292
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(Address Of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (310) 577-8255
AdStar.com, Inc.
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(Former name or former address, if changed since
last report)
Item 5: Other Events
On March 18, 2002, AdStar, Inc. ("AdStar") sold 1,443,457 shares of its
Series A Preferred Stock to Tribune Company for an aggregate purchase price of
approximately $1.8 million. The material terms and conditions of the financing
are set forth in the agreements attached hereto as Exhibits 10.1, 10.2, 10.3 and
10.4. AdStar's Series A Preferred Stock is subject to the terms and conditions
of the form of Certificate of Designations, Rights and Preferences attached
hereto as Exhibit 3.1.
The press release announcing such financing is filed herewith as Exhibit 99.1
and incorporated herein by reference.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit
Number Description
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3.1 Certificate of Designation of Certificate of Incorporation as
filed with the Secretary of State of Delaware on
March 15, 2002.
10.1 Series A Preferred Stock Purchase Agreement, dated March 18,
2002, by and between AdStar, Inc. and Tribune Company.
10.2 Software Development and Deployment Agreement, dated March 18,
2002, by and between AdStar, Inc. and Tribune Company.
10.3 Registration Rights Agreement, dated March 18, 2002, by and
between AdStar, Inc. and Tribune Company.
10.4 Governance Agreement, dated March 18, 2002, by and among
AdStar, Inc., Leslie Bernhard, Eli Rousso and Tribune Company.
99.1 Press Release issued March 18, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.
AdStar, Inc.
Dated: March 25, 2002 By: /s/ Leslie Bernhard
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Leslie Bernhard, President
and Chief Executive Officer