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 3, 2000
NETCURRENTS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-18410 95-4233050
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9720 Wilshire Boulevard, Suite 700
Los Angeles, California 90212
(Address of Principal Executive Offices)
(310) 860-0200
(Registrant's Telephone Number)
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ITEM 5. Other Events.
On March 3, 2000, NetCurrents, Inc. (the "Registrant") entered into a
Securities Purchase Agreement with Brown Simpson Strategic Growth Fund, Ltd. and
Brown Simpson Strategic Growth Fund, L.P. (collectively, the "Investors"), for
the purchase by Brown Simpson of 1,700,000 shares of the Registrant's Common
Stock at $5.00 per share and the issuance to Brown Simpson of Warrants to
acquire 1,166,000 shares of Common Stock at an exercise price of $6.00 per
share, 1,166,000 shares of Common Stock at an exercise price of $7.00 per share
and 1,166,000 shares of Common Stock at an exercise price of $9.00 per share.
Reference is made to the press release of Registrant, issued on March 6,
2000, which is incorporated herein by this reference. A copy of the press
release is attached to this Form 8-K as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits.
Exhibit 4.1 Securites Purchase Agreement, dated March 3,
2000.
Exhibit 4.2 Registration Rights Agreement, dated March 3,
2000.
Exhibit 4.3 Form of Warrant to Purchase Common Stock (Series A),
dated March 3, 2000.
Exhibit 4.4 Form of Warrant to Purchase Common Stock (Series B),
dated March 3, 2000.
Exhibit 4.5 Form of Warrant to Purchase Common Stock (Series C),
dated March 3, 2000.
Exhibit 99.1 Press Release dated March 6, 2000, which announced
the Securities Purchase Agreement.
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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.
March 8, 2000 NETCURRENTS, INC.
By: /S/ IRWIN MEYER
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Irwin Meyer
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT PAGE NUMBER
4.1 Securities Purchase Agreement,
dated March 3, 2000.
4.2 Registration Rights Agreement,
dated March 3, 2000.
4.3 Form of Warrant to Purchase Common Stock (Series A),
dated March 3, 2000.
4.4 Form of Warrant to Purchase Common Stock (Series B),
dated March 3, 2000.
4.5 Form of Warrant to Purchase Common Stock (Series C),
dated March 3, 2000.
99.1 Press Release dated March 6, 2000,
which announced the Securities
Purchase Agreement.
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