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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): April 24, 2003
SEMOTUS SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-21069 36-3574355
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(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 April 24, 2003, Semotus Solutions, Inc. received a Notice of
Exercise of Option pursuant to the Stock Purchase Agreement by and among
Application Design Associates, Inc. ("ADA"), Semotus Solutions, Inc.
("Semotus"), John Hibben and 2007978 Ontario Inc. (the "Purchaser") dated
January 18, 2002 as amended February 15, 2002 and as further amended February
28, 2003 (the "Stock Purchase Agreement"). Pursuant to Section 1.2 of the Stock
Purchase Agreement, the Purchaser gave written notice to Semotus that it is
exercising its option to purchase from Semotus all of the remaining outstanding
shares of ADA (being 51% of the issued and outstanding stock of ADA) (the
"Option Shares"). In exchange, the Purchaser shall, at the Purchaser's sole
discretion, either transfer 500,000 shares of Semotus restricted common stock
back to Semotus, or pay Semotus $2,500,000. The Purchaser has chosen to transfer
the 500,000 shares of restricted common stock back to Semotus. The closing of
the purchase of the Option Shares shall be completed no later than July 1, 2003.
ITEM 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
Exhibit Number Description Location
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2.1 Common Stock Purchase Agreement Incorporated by reference
by and among Application Design to Exhibit 2.1 to the
Associates, Inc., John Hibben Registrant's Form 10Q
and 2007978 Ontario, Inc. dated filed February 14, 2002.
January 18, 2002.
2.2 Notice of Exercise of Option Filed electronically
pursuant to the Stock Purchase herewith.
Agreement dated April 24, 2003.
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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: May 6, 2003 By: /s/ Anthony N. LaPine
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Anthony N. LaPine,
President and Chief Executive Officer
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