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 Commission file number 0-29204 Date of Report (Date of earliest event reported) December 28, 2002 HOMECOM COMMUNICATIONS, INC. ---------------------------- (Exact name of registrant as specified in its charter) DELAWARE 58-2153309 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3495 Piedmont Road Building 12, Suite 110, Atlanta, Georgia 30305 ----------------------------------------------------------------- (Address of principal executive offices) (Registrant's telephone number, including area code) (404) 237-4646 Not Applicable -------------- (Former name, former address and formal fiscal year, if changed since last report) Item 1. Change in Control of Registrant. On December 28, 2001, Brittany Capital Management Limited ("Brittany"), an entity organized under the laws of the Bahamas, purchased a total of 5,640,000 shares of our common stock from MacNab LLC ("MacNab") in a series of private transactions with MacNab. Brittany paid an aggregate amount of approximately $20,000 to MacNab for these shares. The shares that MacNab sold to Brittany had been issued to MacNab in a series of conversions by MacNab of 1.62855 shares of our Series C convertible preferred stock into shares of our common stock. As a result of these transactions, Brittany is now the beneficial owner of 37.6% of the outstanding shares of our common stock. MacNab now holds 90.478 shares of our Series C convertible preferred stock. Item 5. Other Events. Also in December 2001, the remaining members of our Board of Directors appointed David Danovitch, Larry Shatsoff and Michael Sheppard to fill vacancies on our Board of Directors. SIGNATURES 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. HOMECOM COMMUNICATIONS, INC. Date: January 14, 2002 By: /s/ Timothy R. Robinson --------------------------- Timothy R. Robinson Executive Vice President and Chief Financial Officer