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): July 6, 2000
e-commerce group, Inc.
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(Exact name of registrant as specified in charter)
Nevada
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(State of other jurisdiction of incorporation)
000-27139 88-0293704
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(Commission File Number) (IRS Employer Identification No.)
3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (702) 866-2500
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(Former Name or Address, if changed since Last Report) (Zip Code)
Item 2. Acquisition or Disposition of Assets
On July 6, 2000, under a Stock Purchase Agreement (the "Stock Purchase
Agreement"), e-commerce group, Inc. (the "Company") acquired all of the
outstanding capital stock of Sports Fitness & Leisure, Limited ("SFL"), a United
Kingdom corporation, from Fortress Management Services Ltd., Mr. Brian Philip
Ridsdale, Mr. Paul Bagshawe, Mr. Michael Withers, Mr. Paul Callus and LG
Multimedia Services Ltd., being the holders of all of the issued and outstanding
capital stock of SFL (the "SFL Shareholders"). SFL and its subsidiaries are
engaged in the business of the marketing and electronic sales of a stakeholder
pension scheme underwritten by The Prudential Assurance Company Limited, which
pension scheme is directed towards small and medium-sized businesses in the
sports, fitness and leisure industries in the United Kingdom and their
employees. In consideration for the SFL shares, the Company (i) issued an
aggregate of 385,000 shares of its Common Stock, par value $.001 per share (the
"Common Stock"), to the SFL Shareholders, and (ii) agreed to either (a) make a
cash payment of $350,000 to the SFL Shareholders on or before July 16, 2001 from
the proceeds received by the Company from a round or rounds of financing
resulting in aggregate cash proceeds of at least $350,000, or (b) if no such
financing or financings have been completed by July 6, 2001, issue 107,700
additional shares of Common Stock to the SFL Shareholders.
In connection with the Stock Purchase Agreement, the Company has granted
the SFL Shareholders certain "piggyback" registration rights with respect to the
Common Stock issued to them, which rights terminate on the earlier to occur of
July 6, 2005 or the inclusion by the Company of such shares in three
registration statements under the Securities Act of 1933, as amended.
In connection with the SFL transaction, effective July 11, 2000, the
Company appointed Richard Nichols, the Managing Director of SFL, to serve on its
Board of Directors and entered into an Employment Agreement with Mr. Nichols
pursuant to which he will serve as the Chief Operating Officer of the Company
and the Managing Director of SFL for an annual base salary of (Pounds)75,000,
plus a bonus of up to (Pounds)25,000 under the Company's bonus scheme. After the
one-year anniversary of his employment with the Company, Mr. Nichols will be
entitled to receive options under a stock option plan to be adopted by the
Company. Under the agreement, the Company may terminate Mr. Nichols' employment
without cause upon 12 months notice and may, in lieu of continuing his
employment after such notice of termination is given, pay Mr. Nichols a
severance payment equal to his base salary for the remainder of the unexpired
notice period. Further, Mr. Nichols has agreed not to compete with the Company,
solicit any of the Company's customers or employees or disclose any confidential
information or trade secrets during the term of his employment and for certain
periods of time following the termination of such employment.
This report contains forward-looking statements, including statements
about the Company's plans, objectives, expectations and intentions and the
financial and other contributions expected from the acquisition of SFL. Actual
results may be materially different than those anticipated in these forward-
looking statements. Factors that could
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cause actual results to materially differ include known and unknown risks,
including, without limitation, the early stage of the business-to-business e-
commerce market, the Company's ability to manage its growth, the ability of the
Company to develop and successfully market new products, the Company's ability
to successfully integrate the operations of SFL, the continuation of SFL's
alliance with Prudential, the retention of key technical and other personnel,
rapid technological change and intense competition, as well as other risks set
forth in the Company's filings with the Securities and Exchange Commission.
The Company cautions readers not to place undue reliance upon any such forward-
looking statements, which speak only as of the date made.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
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(a) & (b) Financial Statements & Pro Forma Financial Statements
The financial statements of SFL required by Regulation S-X and the pro
forma financial statements required by Article 11 of Regulation S-X will be
filed by amendment to this Form 8K on or before September 18, 2000.
(c) Exhibits
Ex. 2.1. Stock Purchase Agreement among e-commerce group, Inc., Sports Fitness
& Leisure Ltd., Fortress Management Services Ltd., Brian Ridsdale, Paul
Bagshawe, Michael Withers, Paul Callus & LG Multimedia Services Ltd. dated as of
June 30, 2000
Ex. 10.6. Employment Agreement dated as of July 11, 2000 between e-commerce
group, Inc. and Richard Nichols
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
e-commerce group, Inc.
By: /s/ Tony Arnold
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Tony Arnold
Chief Executive Officer
Date: July 18, 2000
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