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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
November 1, 1999
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(Date of Report: Date of earliest event reported)
EZCONNECT, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-27249 87-0284731
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(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of incorporation)
716 East 4500 South, Suite N-142, Murray UT 84107
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(Address of principal executive office)
Registrant's telephone number, including area code: (801) 270-9711
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 2, 1999, EZConnect, Inc. (the "Registrant") entered into an
agreement with Prudential California Realty, an independently owned and
operated member of Prudential Real Estate Affiliates, Inc., to jointly market
the Registrant's services through a co-branding arrangement. The Registrant,
through a proprietary web based system, offers customers the ability to change
their utilizes services electronically. The marketing agreement allows the
parties to create links between their two web sites and jointly promote other
products. Prudential California Realty consists of approximately 3,300
Realtors operating from 110 office. In addition, Prudential California
Realty, through its ownership interest in Orange Coast Title handles in excess
of 10,000 closings per month.
Under the terms of the Marketing and Service Agreement the Registrant
will pay for the services performed (i) an option to purchase up to one
hundred seventy thousand (170,000) shares of the Registrant's common stock,
par value $0.001 per share (the "Common Stock") at any time within two years
from the date of the agreement at an exercise price of one dollar and forty
seven cents ($1.47) per share; (ii) an option to purchase up to four hundred
thirty three thousand (433,000) shares of Common Stock any time within two
years from the date of the agreement at an exercise price equal to the ten day
average closing bid price for shares of common stock immediately prior to the
date of the agreement, and (iii) Prudential shall receive sixty percent (60%)
of all transaction fees derived from use of the Registrant's system and
products when used at Prudential or its related title company Orange Cost
Title. The shares of common stock receivable on exercise of the above
described options will carry standard "piggy back" registration rights. The
exercise price for the option to purchase one hundred seventy thousand
(170,000) shares will be reduced by five dollars ($5.00) per transaction for
every client, entity or organization who uses the Registrant's system to
change their utilities where such client was referred to the Registrant or
used the Registrant's system set up through Prudential, its sister companies
and any client obtained through the marketing efforts of Prudential.
In addition, Ed Krafchow, the president of Prudential, was appointed to
the Registrant's board of directors to serve until the Registrant's next
annual shareholder meeting and until his successor is duly elected and
qualified. Mr. Krafchow will receive options to purchase up to fifty thousand
(50,000) shares of Common Stock at an exercise price equal the ten day average
closing bid price for shares of common stock immediately prior to the date of
the agreement. The exercise period of the options is five years. Mr.
Krafchow's options standard "piggy back" registration rights and if permitted
be included in any registration statement on form S-8.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(b)(1) Pro Forma Financial Statements.
Not applicable.
(c)(1) Exhibits. The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
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10 10.01 Marketing and Service Agreement
dated November 1, 1999 This Filing
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
Date: November 4, 1999 /S/Frank Gillen, Chief Financial
Officer