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) SEPTEMBER 15, 2000
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MONEYZONE.COM
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(Exact name of registrant as specified in its charter)
Nevada 0-25022 72-1148906
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
formation)
8701 Red Oak Blvd., Suite 100, Charlotte, NC 28217
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 522-1410
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(Former name or former address, if changes since last report)
Item 5. OTHER EVENTS
As of September 15, 2000, MoneyZone.com (the "Company") entered into a
Convertible Debenture Purchase and Exchange Agreement (the "Purchase Agreement")
with Global Capital Partners, Inc. ("GCAP")and Cortlandt Investors LLC (the
"Investor"), pursuant to which the Company received gross proceeds of $2,500,000
from the issuance of (i) its 6% Convertible and Exchangeable Debenture in the
principal amount of $2,500,000 (the "Debenture") and (ii) warrants exercisable
for 250,000 shares of the Company's common stock (the "Warrants"). The Purchase
Agreement requires that the Company use the proceeds from the transaction for
acquisitions and/or for working capital purposes.
The Debenture bears interest at the rate of 6% per annum, is due and
payable on September 15, 2002 and may at the option of the holder be converted
into shares of the Company's Common Stock at a conversion price equal to the
lesser of (i) $4.00 per share or (ii) 80% of the average of the lowest three
closing bid prices for the Company's common stock during the thirty trading days
prior to the date of conversion as reported on the principal exchange or
electronic trading system on which the shares trade, subject to anti dilution
protection. The Company may elect to prepay the Debenture at any time prior to
January 15, 2001 for an amount equal to 120% of the outstanding principal amount
plus accrued and unpaid interest.
The Warrants are exercisable at any time prior to September 15, 2005 at
an exercise price of $4.00 per share, subject to anti-dilution adjustments.
During the period commencing on January 16, 2001 and ending on March 15, 2001,
the holder of the Debenture and the Warrants may exchange any portion of the
Debentures and Warrants not previously converted or exercised for debentures and
warrants of GCAP, an affiliate of the Company. Upon surrender of the Debenture
to GCAP in exchange for the issuance of the GCAP debenture, the outstanding
principal amount of the Debenture increases by 120%.
The Company has also granted the Investor a right of first refusal with
respect to future financings and agreed to file, and to use its best efforts to
have declared effective, a registration statement with the Securities and
Exchange Commission covering the shares of the Company's common stock issuable
upon conversion of the Debenture and upon exercise of the Warrants for resale to
the public.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
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(i) Convertible Debenture Purchase and Exchange Agreement dated as of
September 15, 2000 by and among the Company, GCAP and the Investor;
(ii) 6% Convertible and Exchangeable Debenture of the Company issued to the
Investor;
(iii) Common Stock Purchase Warrant issued to the Investor; and
(iv) Registration Rights Agreement dated September 15, 2000 between the
Company and the Investor;
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
MONEYZONE.COM
By: /s/ MARTIN SUMICHRAST
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Name: Martin Sumichrast
Title: Chairman
Dated: September 22, 2000