FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 0-23901
GSV, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3979226
--------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
191 Post Road West, Westport, Connecticut 06880
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 221-2690
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes |X| No |_|
The number of shares of the Registrant's common stock, par value $.001 per
share, outstanding on May 15, 2001 was 1,796,690 shares.
GSV, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
Page
PART I. FINANCIAL INFORMATION Number
------
Item 1. Financial Statements:
Consolidated Balance Sheets as of March 31, 2001
(unaudited) and December 31, 2000 2
Consolidated Statements of Operations for the
Three Months Ended March 31, 2001 and 2000 (unaudited) 3
Consolidated Statements of Cash Flows for the
Three Months ended March 31, 2001 and 2000 (unaudited) 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 15
PART I. FINANCIAL INFORMATION
Item 1. - Financial Statements
GSV, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2001 2000
-------------- ---------------
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 2,293,000 $ 2,333,000
Prepaid expenses and other current assets 18,000 76,000
-------------- ---------------
Total current assets 2,311,000 2,409,000
Investments 700,000 1,400,000
Property and equipment, net 494,000 509,000
Other assets 46,000 52,000
-------------- ---------------
Total assets $ 3,551,000 $ 4,370,000
============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 379,000 $ 493,000
Current portion of capital lease obligation 71,000 71,000
-------------- ---------------
Total current liabilities 450,000 564,000
Deferred rent -- 42,000
-------------- ---------------
Total liabilities 450,000 606,000
-------------- ---------------
Stockholders' equity:
12% Series A Preferred stock, $.001 par value; 636,365 shares authorized;
363,637 and zero shares issued and outstanding, respectively 380,000 --
Common stock, $.001 par value; 75,000,000 shares authorized;
2,137,845 issued; 1,796,690 and 1,848,540 outstanding, respectively 2,000 2,000
Additional paid-in capital 38,009,000 38,008,000
Treasury stock (558,000) (512,000)
Accumulated deficit (34,732,000) (33,734,000)
-------------- ---------------
Total stockholders' equity 3,101,000 3,764,000
-------------- ---------------
Total liabilities and stockholders' equity $ 3,551,000 $ 4,370,000
============== ===============
The accompanying notes to the unaudited consolidated financial statements
are an integral part of these balance sheets.
2
GSV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
-----------------------------------
2001 2000
--------------- ---------------
Operating expenses:
General and administrative 1,031,000 574,000
--------------- ---------------
Total operating expenses 1,031,000 574,000
--------------- ---------------
Loss from continuing operations before interest income (1,031,000) (574,000)
Interest income, net 33,000 81,000
--------------- ---------------
Loss from continuing operations (998,000) (493,000)
Discontinued operations:
Loss from operations -- (1,315,000)
Estimated gain on disposal -- 215,000
--------------- ---------------
Total discontinued operations -- (1,100,000)
--------------- ---------------
Net loss $ (998,000) $ (1,593,000)
=============== ===============
Basic and diluted net loss per common share:
loss per common share from continuing operations $ (0.55) $ (0.23)
effect of adjustable common stock warrants -- (0.30)
--------------- ---------------
loss per common share from continuing operations including
effect of adjustable common stock warrants (0.55) (1.71)
loss per common share from discontinued operations -- (0.62)
income per common share from estimated gain on disposal of
discontinued operations -- 0.10
--------------- ---------------
Net loss per common share including effect of adjustable
common stock warrants $ (0.55) $ (2.23)
=============== ===============
Weighted average common shares outstanding,
basic and diluted 1,823,000 2,138,000
The accompanying notes to the unaudited consolidated financial statements
are an integral part of these consolidated statements.
3
GSV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
-----------------------------------
2001 2000
---------------- ---------------
Cash flows from operating activities:
Net loss $ (998,000) $ (1,593,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 15,000 112,000
Amortization of goodwill -- 744,000
Non-cash compensation expense -- 16,000
Estimated gain on disposal of discontinued
operations -- (215,000
Writedown of securities held for sale 700,000 --
Increase (decrease) in cash from changes in:
Accounts receivable, net -- 119,000
Inventories -- 85,000)
Prepaid expenses and other 58,000 179,000
Other assets 6,000 (15,000)
Accounts payable (114,000) (1,386,000)
Accrued liabilities -- (762,000)
Deferred rent (42,000) (2,000)
---------------- ---------------
Net cash used in operating activities (375,000) (2,718,000)
---------------- ---------------
Cash flows from investing activities:
Purchases of property and equipment -- (24,000)
---------------- ---------------
Cash flows from financing activities:
Issuance of preferred stock, net of offering costs 380,000 --
Purchase of treasury stock (45,000) --
Proceeds from exercise of stock options -- 87,000
Payments of capital lease obligations -- (3,000)
---------------- ---------------
Net cash provided by financing activities 335,000 84,000
---------------- ---------------
Net decrease in cash (40,000) (2,658,000)
Cash and cash equivalents, beginning of period 2,333,000 8,471,000
---------------- ---------------
Cash and cash equivalents, end of period $ 2,293,000 $ 5,813,000
================ ===============
Supplemental cash flow information:
Cash paid for interest $ -- $ 5,000
The accompanying notes to the unaudited consolidated financial statements
are an integral part of these consolidated statements.
4
GSV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Description of the Business and Basis of Presentation
Prior to February 2000, GSV was an online consumer and direct response
retailer. In February 2000, GSV announced a change in its core strategy to that
of an Internet incubator.
Through its Internet incubator operations, GSV's goal has been to identify
and develop attractive early stage Internet companies, and provide these
companies, as needed, with management, marketing, financing (including early
stage seed capital), human resources, accounting resources, use of its
facilities and its extensive expertise in business development. In exchange for
these services GSV has sought to obtain equity positions in these companies
commensurate with the level and nature of services provided and the stage of
their development. The focus of GSV's incubator operations has been to acquire
substantial interests in companies sufficient to qualify GSV's ownership in such
entities as assets that do not constitute investment securities under the
Investment Company Act of 1940. To date, however, the interests acquired in five
Internet-related companies did not meet such qualification. GSV is continuing to
look at incubator opportunities but only where this interest would be sufficient
so as to qualify. Because of the difficulty of finding attractive early stage
Internet companies, GSV has broadened its business operations with a view toward
acquiring one or more active businesses not engaged in Internet-related
businesses. At this time no specific business acquisition has been identified.
The information presented as of March 31, 2001 and for the three-month
periods ending March 31, 2001 and 2000, is unaudited, but, in the opinion of
management of the Company, the accompanying unaudited consolidated financial
statements contain all adjustments (consisting only of normal recurring
adjustments) which the Company considers necessary for the fair presentation of
the Company's financial position as of March 31, 2001, the results of its
operations for the three-month periods ended March 31, 2001 and 2000 and its
cash flows for the three-month periods ended March 31, 2001 and 2000. The
consolidated financial statements included herein have been prepared in
accordance with generally accepted accounting principles and the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. These consolidated financial statements should be read in conjunction
with the Company's audited consolidated financial statements and accompanying
notes for the year ended December 31, 2000, included in the Company's Annual
Report on Form 10-K as filed with the Securities and Exchange Commission.
Results of operations for the period ended March 31, 2000 have been
reclassified to conform to the current period presentation.
5
2. Discontinued Operations
During February 2000, the Company announced a change in its core strategy
to an Internet incubator and investment model. Consistent with this change GSV
began the process of discontinuing its two online retailing divisions,
Cybershop.com and electronics.net. The operations of the Cybershop.com division
were discontinued in February 2000 and in May 2000 electronics.net was also
discontinued. In August 2000, GSV sold its remaining retailing subsidiary, Tools
for Living (purchased by GSV in June 1999) to two executives of Tools for
Living, who were also the former owners of Tools for Living, for consideration
including approximately 896,000 shares of common stock of GSV, Inc. previously
owned by such purchasers, the purchasers' assumption of the liabilities of Tools
for Living, and the release of all obligations owing by GSV to the purchasers,
including the obligations under their respective employment agreements.
The operating results of the company's retailing operations,
Cybershop.com, electronics.net and Tools for Living are reflected as
discontinued operations in the accompanying consolidated financial statements
for the quarterly period ended March 31, 2000.
6
4. Investments
The Company has investments in five Internet-related companies which
have been accounted for using the cost method. During the quarter ended
March 31, 2001, the Company recorded a charge to operations for the further
impairment of these investments in the amount of $699,946.
5. Shareholders' Equity
On March 1, 2001, GSV, Inc. (the "Company") entered into a
Convertible Preferred Stock Purchase Agreement (the "Purchase Agreement") with
Brooks Station Holdings, Inc. ("Brooks Station") for the issuance and sale of
its preferred stock for aggregate consideration of $400,000. Pursuant to the
Purchase Agreement, the Company sold and issued to Brooks Station a total of
363,637 shares of its Series A Convertible Preferred Stock, $0.001 par value per
share (the "Series A Convertible Preferred"), at a purchase price of $1.10 per
share (the "Purchase Price"). Brooks Station has the option to purchase up to an
aggregate of 272,728 additional Preferred Series A shares, at a purchase price
of $1.10 per share, for aggregate consideration of up to $300,000.
The Series A Convertible Preferred is convertible into shares of the
Company's Common Stock, at a conversion price of $1.10 per share, subject to
certain anti-dilution adjustments. The Preferred Stock carries a cumulative
12% dividend payable in June and December of each year, and may participate in
common share dividends, if any, on an as-if converted basis. Liquidation
preference is $1.10 per share plus accumulated unpaid dividends. The shares
may be redeemed at the option of the holder, but only upon the occurrence of
certain triggering events which include bankruptcy, material judgments and
defaults, and suspension of trading of the Company's stock for more than
20 days (which days need not be consecutive).
6. Net Loss Per Common Share
Basic and diluted net loss per common share is calculated by dividing
net loss per common share after effect of adjustable common stock warrants and
preferred stock dividends as explained below, by the weighted average number
of shares of common stock outstanding during the period as follows:
For the Three Months Ended March 31,
-------------------------------------------------------------------------------------
2001 2000
---------------------------------------- ----------------------------------------
Per Per
Loss Shares Share Loss Shares Share
Loss from continuing operations $ (998,000) 1,823,000 $(0.55) $( 493,000) 2,138,000 $(0.23)
Effect of adjustable common
stock warrants -- -- (3,163,000) (1.48)
--------------- ------------ ---------- ---------------- ------------ ----------
Loss from continuing
operations including effect
of adjustable common stock
warrants (998,000) 1,823,000 (0.55) (3,656,000) 2,138,000 (1.71)
Loss from discontinued operations (1,315,000) (0.62)
Estimated gain on disposal of
discontinued operations 215,000 0.10
--------------- ------------ ---------- ---------------- ------------ ----------
Net loss including effect of
adjustable common stock
warrants $ (998,000) 1,823,000 $(0.55) $(4,756,000) 2,138,000 $(2.23)
=============== ============ ========== ================ ============ ==========
In calculating the effect on the basic and diluted net loss per common
share calculation, of the common stock issued as a result of the adjustable
common stock warrants exercised by the parties to the December 8, 1999 private
placement, the market value of the Company's common stock on the day before the
stock was issued, $5.16, was multiplied by the number of common shares issued
upon exercise of these warrants, resulting in a valuation for loss per common
share purposes of $3,163,000.
The per share amounts included in the calculation of the weighted average
Shares outstanding have been restated to reflect the August, 2000 1 for 5
reverse split of the Company's common stock.
7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Safe Harbor for Forward-Looking Statements
From time to time, GSV may publish statements that are not
historical facts, but are forward-looking statements relating to such
matters as anticipated financial performance, business prospects,
technological developments, new products, research and development
activities and similar matters. The Private Securities Litigation
Reform Act of 1995 provides a safe harbor for forward-looking
statements. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ
materially from historical and anticipated results or other
expectations expressed in GSV's forward-looking statements. Such
forward-looking statements may be identified by the use of certain
forward-looking terminology, such as "may," "will," "expect,"
"anticipate," "intend," "estimate," "believe," "goal," or "continue,"
or comparable terminology that involves risks or uncertainties. Actual
future results and trends may differ materially from historical
results or those anticipated depending on a variety of factors,
including, but not limited to, those set forth under "Overview" and
"Liquidity and Capital Resources" included in this Management's
Discussion and Analysis of Financial Condition and Results of
Operations. Except as required by law, GSV undertakes no obligation
to update any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers, however, should
carefully review the facts set forth in other reports or documents
that GSV has filed or files from time to time with the SEC.
Overview
Through its Internet incubator operations, GSV's goal had been
to identify and develop attractive early stage Internet companies, and
provide these companies, as needed, with management, marketing,
financing (including early stage seed capital), human resources,
accounting resources, use of its facilities and its extensive
expertise in business development. In exchange for these services GSV
had sought to obtain equity positions in these companies commensurate
with the level and nature of services provided and the stage of their
development. The focus of GSV's incubator operations had been to
acquire substantial interests in companies sufficient to qualify GSV's
ownership in such entities as assets that do not constitute investment
securities under the Investment Company Act of 1940. To date,
however, the interests acquired in five Internet-related companies did
not meet such qualification. Because of the difficulty of finding
attractive early stage Internet companies, GSV has broadened its
acquisition search with a view toward acquiring one or more active
businesses which are more developed and which are engaged in more
traditional areas. At this time no specific business acquisition has
been identified.
In July-August 2000, GSV made investments in Fasturn, Inc.,
Weema Technologies, Inc., Telephone.com, Inc. and MeetChina.com. In
March 2000, GSV made an investment in e-Commerce Solutions, Inc. In
view of the difficult current economic situation of companies such as
these, GSV has made substantial write downs to more accurately reflect
current market valuations.
During the second quarter of 2001, GSV intends to focus on
acquiring controlling interests in one or more businesses.
Results of Operations
Three Months Ended March 31, 2001 compared to Three Months Ended March
31, 2000.
Sales: GSV ceased operations of its online retailing businesses
during the year ended December 31, 2000 and, therefore, there is no
sales information to be provided with respect to the three months
ended March 31, 2001 comparable with the three months ended March 31,
2000.
Cost of revenues: GSV ceased operations of its online retailing
businesses during the year ended December 31, 2000 and, therefore,
there is no cost of revenues information to be provided with respect
to the three months ended March 31, 2001 comparable with the three
months ended March 31, 2000.
Sales and Marketing: GSV ceased operations of its online retailing
businesses during the year ended December 31, 2000 and, therefore,
there is no sales and marketing information to be provided with
respect to the three months ended March 31, 2001 comparable with the
three months ended March 31, 2000.
General and administrative: General and administrative expenses
consist primarily of payroll and payroll related expenses for
administrative, information technology, accounting, and management
personnel, recruiting, legal fees, and general corporate expenses.
General and administrative expenses increased by 80% or $457,000
to $1,031,000 in the first quarter of 2001 from $574,000 in
the first quarter of 2000. General and administrative expenses in the
prior period reflect both general corporate overhead as well as
expenses related to the Tools for Living operation, whereas the first
quarter of 2001 contains general corporate overhead and a $700,000 write
down of the Company's internet investments.
Amortization of goodwill and other merger and acquisition related
costs: There was no Amortization of goodwill and there were no other
merger and acquisition related costs in the first quarter of 2001.
Therefore, there is no information to be provided with respect to the
three months ended March 31, 2001 comparable with the three months
ended March 31, 2000.
Interest income, net: Interest income [decreased] [$48,000] to
$33,000 in the first quarter of 2001 from $81,000 in the first
quarter of 2000. The decrease is primarily the result of a decrease
in average cash and cash equivalents.
Net Losses: Loss from continuing operations increased by $505,000
from $493,000 in the first quarter of 2000, or ($0.23) per basic and
diluted common share, to $998,000 in the first quarter of 2001, or
($0.55) per basic and diluted common share. After the effect of
adjustable common stock warrants, loss per common share from
continuing operations was ($0.55) in 2001. Net loss [decreased] by
$595,000 from $1,593,000 in the first quarter of 2000, or ($2.23) per
basic and diluted common share, to $998,000 in the first quarter of
2001, or ($0.55) per basic and diluted common share. After the effect
of adjustable common stock warrants net loss per common share was
($0.55) in the first quarter of 2001.
Liquidity and Capital Resources
Net cash used in operations was $375,000 and $2,718,000 for the
three months ended March 31, 2001 and 2000, respectively, primarily as
a result of a reduction in overall activity in the company as a
whole. Current assets other than cash decreased
$58,000 in the first quarter of 2001 from $1,955,000 at March 31,
2000, to $18,000 at March 31, 2001, reflecting the cessation of
sales activity resulting in lower levels of receivables,
prepaid advertising and inventory.
Net cash used in investing activities during the first three
months of 2001 was $0 as compared to $24,000 in the same
period of the prior year. The use of cash was primarily related
to purchases of computer equipment and software during the
previous period.
Net cash provided by financing activities during the first three
months of 2001 was $334,000 as compared to $84,000 in the same period
of the prior year. Sources of cash during the first quarter 2001 were
primarily the result of the sale of preferred stock, net of repurchases
of common stock during the period, while sources of cash during the
prior period were primarily the result of proceeds on the exercise of
employee stock options.
GSV believes that its existing capital resources will enable it
to maintain its operations at existing levels for at least the next
twelve months. The sufficiency of the Company's capital resources is
substantially dependent upon its future acquisitions. Accordingly it
is difficult to project the Company's capital needs. However, GSV will
evaluate potential acquisitions in terms of its then existing capital
resources and the availability of additional debt or equity financing.
There can be no assurance that any additional financing or other
sources of capital will be available to GSV upon acceptable terms, if
at all. The inability to obtain additional financing, when needed,
would have a material adverse effect on GSV's business, financial
condition and operating results.
Litigation
In March and April 2000, twelve purported class actions entitled
Ames v. Cybershop, Ezeir v. Cybershop, Fuechtman v. Cybershop, Kaufman
v. Cybershop, Goldenberg v. Cybershop, Marino v. Cybershop, Waldarman
v. Cybershop, Page v. Cybershop, Young v. Cybershop, Johnson v.
Cybershop, Hitzing v. Cybershop, and Gerber v. Cybershop were filed in
the United States District Court for the District of New Jersey
against GSV and certain of its current and former officers and
directors. On April 25, 2001, lead counsel for the plaintiffs was
designed and an amended complaint was filed. On May 18, 2001 a motion
to dismiss was filed on behalf of the Company and all other
defendants. The amended complaint alleges that defendants violated
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by
making or causing GSV to make materially false and misleading
statements about GSV. GSV is vigorously defending these actions.
11
Item 6. Exhibits and Reports on Form 8-K
Item
No. Item Title
- --- ----------
2. Plan of acquisition, reorganization, arrangement, liquidation or
succession: None
3. Articles of Incorporation:
3.1 Certificate of Incorporation, as amended (Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1. File
No. 333-42707).
3.2 Certificate of Amendment of The Certificate of Incorporation of
Cybershop International, Inc. (Incorporated by reference to Exhibit
3.2 of the Registrant's Report on Form 10Q for the fiscal quarter
ended June 30, 1999. File No. 000-23901)
3.5 Certificate of Merger of GSV, Inc into Cybershop.com, Inc.
(Incorporated by reference to Exhibit 3.5 of the Registrant's Form 10K
for the year ended December 31, 1999. File No. 000-23901)
By-Laws:
3.4 By-Laws as currently in effect (Incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 (File No.
333-42707).
4. Instruments defining the rights of security holders, including
debentures:
4.1 Specimen of Certificate for Common Stock (Incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1. File
No. 333-42707)
4.2 Form of Warrant dated September 30, 1999 issued to Strong River
Investments, Inc. and Montrose Investments L.P. (Incorporated by
reference to Exhibit 4 D to the Company's Registration Statement on
Post Effective Amendment on Form S-3. File No. 333-75507).
4.3 Form of Warrant dated September 30, 1999 issued to Strong River
Investments, Inc. and Montrose Investments L.P. (Incorporated by
reference to Exhibit 4 E to the Company's Registration Statement on
Post Effective Amendment on Form S-3. File No. 333-75507).
4.4 Form of Warrant dated December 8, 1999 issued to Strong River
Investments, Inc. and Montrose Investments L.P. (Incorporated by
reference to Exhibit 4 D to the Company's Registration Statement on
Post Effective Amendment on Form S-3. File No. 333-92861).
4.5 Form of Warrant dated December 8, 1999 issued to Strong River
Investments, Inc. and Montrose Investments L.P. (Incorporated by
reference to Exhibit 4 E to the Company's Registration Statement on
Post Effective Amendment on Form S-3. File No. 333-92861).
9. Voting Trust Agreements: None
10. Material Contracts:
10.1 Stock Purchase Agreement dated March 24, 1999, by and between Edward
Mufson and Cybershop International, Inc. (Incorporated by reference to
Exhibit 10.1 of the Registrant's Report on Form 10Q for the fiscal
quarter ended March 31, 1999. File No. 000-23901)
10.2 Employment Agreement dated March 24, 1999, by and between Edward
Mufson and Cybershop International, Inc. (Incorporated by reference to
Exhibit 10.2 of the Registrant's Report on Form 10Q for the fiscal
quarter ended March 31, 1999. File No. 000-23901)
10.3 Employment Agreement dated February 7, 1999, by and between Jeffrey
Leist and Cybershop International, Inc.(Incorporated by reference to
Exhibit 10.3 of the Registrant's Report on Form 10Q for
the fiscal quarter ended March 31, 1999. File No. 000-23901)
10.4 Form of Officer and Director Indemnification Agreement (Filed as
exhibit 10.4 to the Company's Registration Statement on Form S-1,
effective March 20, 1998. File No. 333-42707)
10.5 1998 Stock Option Plan of the Company (Filed as exhibit 10.5 to the
Company's Registration Statement on Form S-1, effective March 20,
1998. File No. 333-42707)
10.6 1998 Directors' Stock Option Plan (Filed as exhibit 10.6 to the
Company's Registration Statement on Form S-1, effective March 20,
1998. File No. 333-42707)
10.7 Agreement and Plan of Merger by and among Cybershop International,
Inc., MG Acquisition Corp., The Magellan Group, Inc., Ian S. Phillips
and Howard J. Kuntz III dated as of June 1, 1999 (incorporated by
reference to Exhibit 2.1 of the Registrant's Current Report on Form
8-K. File No. 0-23901)
10.8 Employment Agreement dated June 1, 1999, by and between Ian S.
Phillips and MG Acquisition Corp which is a wholly owned subsidiary of
Cybershop International, Inc. (Incorporated by reference to Exhibit
10.2 of the Registrant's Report on Form 10Q for the fiscal quarter
ended June 30, 1999. File No. 000-23901)
10.9 Warrant Agreement dated as of March, 1998 between the Company and C.E.
Unterberg, Towbin and Fahnstock & Co., Inc., including Warrant
Certificate of the Company (Filed as exhibit 10.9 to the Company's
Registration Statement on Form S-1, effective March 20, 1998. File No.
333-42707)
10.10 Employment Agreement dated June 1, 1999, by and between Howard J.
Kuntz III and MG Acquisition Corp which is a wholly owned subsidiary
of Cybershop International, Inc. (Incorporated by reference to Exhibit
10.3 of the Registrant's Report on Form 10Q for the fiscal quarter
ended June 30, 1999. File No. 000-23901)
10.11 Securities Purchase Agreement dated September 30, 1999 among
Cybershop.com, Inc., Strong River Investments, Inc. and Montrose
Investments, L.P. (Incorporated by reference to Exhibit 10.4 of the
Registrant's Report on Form 10Q for the fiscal quarter ended September
30, 1999. File No. 000-23901)
10.12 Registration Rights Agreement dated September 30, 1999 among
Cybershop.com, Inc., Strong River Investments, Inc. and Montrose
Investments, L.P. (Incorporated by reference to Exhibit 10.4 of the
Registrant's Report on Form 10Q for the fiscal quarter ended September
30, 1999. File No. 000-23901)
10.13 Securities Purchase Agreement dated December 8, 1999 among
Cybershop.com, Inc., Strong River Investments, Inc. and Montrose
Investments, L.P. (Incorporated by reference to Exhibit 10.13 of the
Registrant's Form 10K for the year ended December 31, 1999. File No.
000-23901.)
10.14 Registration Rights Agreement dated December 8, 1999 among
Cybershop.com, Inc., Strong River Investments, Inc. and Montrose
Investments, L.P. (Incorporated by reference to Exhibit 10.14 of the
Registrant's report on Form 10K for the year ended December 31, 1999.
File No. 000-23901.)
10.15 General release dated February 14, 2000, by and between Jeffrey Leist
and Cybershop.com, Inc. (Incorporated by reference to Exhibit 10.15 of
the Registrant's report on Form 10K for the year ended December 31,
1999. File No. 000-23901.)
10.16 Modification to Employment Agreement dated February 7, 1999, by and
between Jeffrey Leist and Cybershop.com, Inc., dated March 29, 2000
(Incorporated by reference to Exhibit 10.16 of the Registrant's report
on Form 10K for the year ended December 31, 1999. File No. 000-23901.)
10.17 Severance Agreement and General release dated January 20, 2000, by
and between Edward Mufson and Cybershop.com, Inc. (Incorporated by
reference to Exhibit 10.17 of the Registrant's report on Form 10K for
the year ended December 31, 1999. File No, 000-23901.)
10.18 Employment Agreement dated February 7, 2000, by and between Kevin S.
Miller and Cybershop.com, Inc.(Incorporated by reference to Exhibit
10.18 of the Registrants report on Form 10K for the year ended
December 31, 1999. File No 000-23901.)
10.19 Agreement dated January 12th, 2000, by and between Tops Appliance
City, Inc. and Cybershop Holding Corp, which is a wholly owned
subsidiary of Cybershop.com, Inc. (Incorporated by Reference to
Exhibit 10.19 of the Registrant's report on Form 10K for the year
ended December 31, 1999. File No 000-23901.)
11. Statement re computation of per share earnings: Statement regarding
computation of per share earnings is not required because the computation
can be readily determined from the material contained in the financial
statements included herein.
13. Annual report to security holders: None
16. Letter re change in certifying accountant: None
18. Letter re change in accounting principles: None
21. Subsidiaries of the registrant: Filed herewith.
22. Published report regarding matters submitted to vote of security holders:
None
23. Consent of Comiskey & Company, P.C. Not applicable.
24. Power of Attorney: None
99. Additional Exhibits: None
14
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 15, 2001 By: /s/ Gilad Gat
Gilad Gat
Chief Executive Officer and
President
(Principal Executive Officer)
Date: May 15, 2000 By: /s/
Harvey Doliner
Chief Financial Officer
(Principal Financial and Accounting Officer)
15