SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) JUNE 14, 1999
COMPUTER MARKETPLACE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-14731 33-0558415
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
FORMATION)
1171 RAILROAD STREET, CORONA, CA 91720
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (909) 735-2102
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(FORMER NAME OR FORMER ADDRESS, IF CHANGES SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
As of June 14, 1999, E-Taxi, Inc. ("E-Taxi"), a wholly owned subsidiary
of Computer Marketplace, Inc. (the "Company"), entered into (i) a Stock Purchase
Agreement (the "Stock Purchase Agreement") with all of the shareholders of SSPS,
Inc., a California corporation ("SSPS"), pursuant to which E-Taxi has agreed to
purchase, and the shareholders of SSPS have agreed to sell, approximately 94.6%
of the outstanding shares of capital stock of SSPS, and (ii) a Membership
Interest Purchase Agreement with all of the members of Impact Team
International, LLC, a California limited liability company and an affiliate of
SSPS ("Impact"), pursuant to which E-Taxi has agreed to purchase, and the
members of Impact have agreed to sell, all of the outstanding membership
interests of Impact. SSPS, and its operating divisions TRISTEP, GIG2GIG.COM, and
IT WORLDNET.COM, and Impact, provide short term and long term temporary
workforce solutions primarily to rapidly growing technology firms.
The closing of the transactions contemplated by the Stock Purchase
Agreement and the Membership Interest Purchase Agreement (the "Closing") are
subject to the satisfaction of certain conditions, including without limitation,
the execution and delivery of employment agreements with certain members of the
senior management team of SSPS, the release of a principal stockholder of SSPS
of his guaranty of certain indebtedness of SSPS, the waiver of certain rights of
first refusal to purchase the shares of SSPS capital stock owned by a principal
stockholder, the termination and release of certain obligations of SSPS under
existing employment agreements and other customary conditions to closing. At the
Closing, the Company will issue approximately 2.9 million shares of it's Common
Stock and pay cash and notes of approximately $1.5 million for SSPS. The Company
has also agreed to provide the sellers of the SSPS shares and the Impact
interests with demand and piggyback registration rights.
It is presently anticipated that the Company's acquisition of SSPS and
Impact will occur during July 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
Exhibits
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A. Stock Purchase Agreement, dated as of June 14, 1999, among E-Taxi, Inc.
and all of the shareholders of SSPS, Inc.
B. Membership Interest Purchase Agreement dated as of June 14, 1999 among
E-Taxi, Inc. and all of the interest holders of Impact Team
International, LLC.
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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.
COMPUTER MARKETPLACE, INC.
By: /s/ L. WAYNE KILEY
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Name: L. Wayne Kiley
Title: Chief Executive Officer
and President
Dated: July 2, 1999
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