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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 31, 2002
SEMOTUS SOLUTIONS, 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.)
16400 Lark Ave., Suite 230 Los Gatos, CA 95032
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(Address of Principal Executive Offices) (Zip Code)
(408) 358-7100
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(Registrant's Telephone Number, including area code)
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ITEM 5. OTHER EVENTS.
On December 31, 2002, Semotus Solutions, Inc. and Brown Simpson Partners I,
Ltd. (successors-in-interest to Brown Simpson Strategic Growth Fund, Ltd. And
Brown Simpson Strategic Growth Fund, L.P.) entered into a Preferred Stock Buy
Back and Mutual Release Agreement. As part of the Agreement, Semotus repurchased
from Brown Simpson all of the outstanding shares of the Company's Series B
Convertible Preferred Stock. The Series B Convertible Preferred Stock was
reflected on Semotus' balance sheet as $5.7 million in Preferred Shareholder
Equity. In consideration of the aforesaid purchase of the Shares, Semotus paid
one hundred thousand dollars ($100,000.00) and issued to Brown Simpson 846,154
warrants to purchase shares of Common Stock of Semotus, exercisable at $0.01 per
share. In addition, in consideration for Brown Simpson agreeing to enter into a
settlement and mutual release related to its anti-dilution claim, the Company is
revising Brown Simpson's existing 576,923 (pre-split) Warrants to provide for an
exercise price of $0.01 per share.
On January 13, 2003, Semotus Solutions, Inc. issued a press release with
respect to the aforementioned agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed with this report:
Exhibit Number Description
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2.1 Preferred Buy Back and Mutual Release Agreement by and
among Semotus Solutions, Inc. and Brown Simpson Partners
I, Ltd. dated December 31, 2002.
4.1 Warrant to purchase up to 846,154 shares of common stock
issued to Brown Simpson Partners, I, Ltd. dated December
31, 2002.
99.1 Press Release of Semotus Solutions, Inc. dated January
13, 2003.
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.
SEMOTUS SOLUTIONS, INC.
Date: January 13, 2003 By: /s/ Anthony N. LaPine
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Anthony N. LaPine,
President and Chief Executive Officer