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): April 2, 1999
MONSTERDAATA.COM, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 033-01599 22-2732163
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(State or Other (Commission (IRS Employer
Jurisdiction of File No.) Identification No.)
Incorporation)
115 Stevens Avenue, Valhalla, NY 10595
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (914) 747-9100
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D-Vine, Ltd., 712 Fifth Avenue, Fifth Floor, New York, NY 10019
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On March 30, 1999, prior to the exercise of the warrant described in Item 5
below (the "Warrant"), and prior to the acquisition described in Item 2 below
(the "Acquisition"), D-Vine Investment Partners, a partnership between Edward J.
Tobin and Christopher F. Brown, owned 19,500 shares of Registrant's common
stock, representing approximately 79.2% of the total issued and outstanding
shares of Registrant's common stock. Accordingly, D-Vine Investment partners
controlled the Registrant. In connection with the exercise of the Warrant,
Registrant issued an aggregate of 1,000,000 shares of its common stock to the
Warrant holder and its designees. Separately, in connection with the
Acquisition, Registrant issued an aggregate of 6,000,000 shares of its common
stock on April 2, 1999 to former shareholders of Taconic Data Corp., a New York
corporation ("Taconic"), in exchange for the shares of stock such shareholders
then held in Taconic. None of the recipients of Registrant's shares in
connection with the exercise of the Warrant or in connection with the
Acquisition owns 10% or more of the Registrant's total issued and outstanding
shares of common stock, except for Mitchell Deutsch, who owns 3,079,054 shares
of Registrant's common stock (approximately 44.0% of the total outstanding) and
James Garfinkel, who owns 1,315,496 shares of Registrant's common stock
(approximately 18.8% of the total outstanding). As a result of the exercise of
the Warrant and the completion of the Acquisition, D-Vine Investment Partner's
percentage ownership of the Registrant was reduced to less than 1% of the total
issued and outstanding shares of Registrant's common stock, and D-Vine
Investment Partners therefore no longer controls Registrant. See Item 2 below.
In connection with the Acquisition, the following changes occurred in the
directors and officers of Registrant: Edward J. Tobin, Christopher F. Brown and
Thomas Tuttle resigned as directors, Edward J. Tobin resigned as Chief Executive
Officer and President, Steven A. Saide resigned as Secretary, Mitchell Deutsch,
James Garfinkel and Thomas Ingegneri were elected directors, Mr. Deutsch was
elected Chief Executive Officer and President and Mr. Garfinkel was elected
Vice-President, Secretary and Treasurer.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 2, 1999, pursuant to an Acquisition Agreement and Plan of
Reorganization dated as of March 26, 1999, between Taconic, Registrant and
certain shareholders of Taconic and Registrant (the "Acquisition Agreement"),
Registrant acquired 99.2% of the issued and outstanding capital stock of
Taconic, a privately-held corporation, in exchange for the issuance of an
aggregate of 6,000,000 shares of Registrant's common stock.
Taconic, which was formed in 1992, provides database information services
directly to consumers, real estate professionals and other businesses over the
Internet and through member organizations and industry trade groups. Taconic
provides an integrated data service comprising real estate transaction due
diligence, risk assessment and valuation information. In addition to
business-to-business data services, Taconic's products also include consumer
information such as neighborhood profiles containing school, town and community,
crime, culture, affordability,
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demographic and lifestyle characteristic data for every community in the United
States (by zip code).
ITEM 5. OTHER EVENTS
On April 5, 1999, Registrant filed a Certificate of Amendment to its Certificate
of Incorporation, changing its corporate name from "D-Vine, Ltd." to
"MonsterDaata.com, Inc."
On August 1, 1997, Registrant issued to Ocean Strategic Holdings Limited, a
Guernsey corporation ("OSHL"), a warrant to purchase 1,000,000 shares of its
common stock for cash consideration of $50,000. The exercise price of the
Warrant, which was originally $.01 per share, was increased to $1.00 per share
in connection with the issuance of a new warrant to OSHL described below. On
April 2, 1999, OSHL exercised its rights under the Warrant to purchase 1,000,000
shares of Registrant's common stock for $1,000,000. The Warrant and the shares
issued upon exercise thereof were issued pursuant to the provisions of
Regulation S.
On March 31, 1999, in consideration for the modification of the exercise price
of the Warrant (from $0.01 per share to $1.00 per share), Registrant issued to
OSHL a warrant (the "New Warrant") to purchase 500,000 shares of its common
stock at an exercise price of $3.00 per share. The New Warrant expires on March
31, 2004, and is not exercisable until March 31, 2000. The New Warrant was
issued pursuant to the provisions of Regulation S.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS.
It is impracticable to provide the required financial statements
concurrently with the filing of this report. Registrant expects to file
the required financial statements as soon as practicable, but in no event
later than sixty (60) days after the due date of this Current Report on
Form 8-K. In the interim, unaudited financial statements of Taconic as of
December 31, 1997 and December 31, 1996, and for the periods then ended,
are attached as Exhibit (c)(3).
(b) PRO-FORMA FINANCIAL INFORMATION.
It is impracticable to provide the required pro-forma financial
information concurrently with the filing of this report. Registrant
expects to file the required pro-forma financial information as soon as
practicable, but in no event later than sixty (60) days after the due
date of this Current Report on Form 8-K.
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(c) EXHIBITS.
(c)(1) - Acquisition Agreement
(c)(2) - New Warrant
(c)(3) - 1997 Unaudited Financial Statement of Taconic
(c)(4) - Press Release
(c)(5) - Risk Factors
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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 hereunto duly authorized.
MONSTERDAATA.COM, INC.
By: /s/ James Garfinkel
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James Garfinkel
Vice-President, Secretary and Treasurer
Date: April 15, 1999
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