UNITED STATES
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): May 17, 2001
SEMOTUS SOLUTIONS, INC.
(Formerly Datalink.net, Inc.)
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-21069 36-3574355
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1735 Technology Drive, Suite 790, San Jose, California 95110
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(Address of Principal Executive Offices) (Zip Code)
(408) 367-1700
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(Registrant's Telephone Number, including area code)
ITEM 3. ACQUISITION OF DISPOSITION OF ASSETS
Semotus Solutions, Inc. acquired 100% of the issued and outstanding capital
stock of WizShop.com, Inc. (the "Company"), for six hundred ninety nine thousand
nine hundred and ninety three (699,993) shares of Semotus Solutions' Common
Stock on May 7, 2001. Semotus may also issue additional shares of Common Stock
over the following three years, pursuant to an earn-out arrangement and/or a
price guarantee on Semotus' Common Stock.
The Company is located in Sherman Oaks, California. The Company is engaged in
the business of (a) creating, maintaining, and hosting customized, e-commerce
environments for high-traffic Internet Service Providers, community sites,
intranets, high traffic Internet destination sites, and online loyalty programs,
including those tied to traditional brick-and-mortar businesses, such as grocery
stores, (b) offering a comprehensive end-to-end e-commerce solution that
incorporates a variety of shopping content, functionality, and name brand
merchants for the purpose of selling goods and services to the visitors of the
Company's partners' sites, and its own destination sites and (c) generates
revenues from a variety of sources on the sites it builds, including up-front
fees, hosting fees, commissions from selling products, advertising revenue from
selling space, email database marketing revenue, consulting revenue, positioning
or sponsorship revenues, click-through revenue from driving traffic to
merchant's partners, and in some cases, top line revenue from the direct sale of
product by the Company.
ITEM 7. Financial Statements and Exhibits.
(a)&(b) Financial statements are not required to be filed with
respect to the acquisition of WizShop.com, Inc. because neither the
assets or income of, or equity of Semotus Solutions' investment in, the
Company, combined or by themselves, exceed 20% of the Registrant's pro
forma consolidated assets or income.
(c) The following exhibits are filed with this report:
Exhibit Number Description
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2.1 Merger Agreement by and among Semotus Solutions,
Inc., WizShop.com, Inc. and Wiz Acquisition, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
hereunto duly authorized.
DATALINK.NET, INC.
Date: May 17, 2001 By: /s/ Anthony N. LaPine
Anthony N. LaPine,
President and Chief Executive Officer