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) March 14, 2000
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SACIO, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-25671 88-0414076
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Bancroft Way, Berkeley, CA 94710
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 649-2920
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8320 O' Connell Road, El Cajon, CA 92021
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(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant.
On March 14, 2000; (1) a majority vote by the stockholders of Sacio, Inc.
approved a Merger and Plan of Reorganization whereby Freesoftwareclub.com,
Inc. merged with and into Sacio, Inc., (2) the stockholders voted and
approved a name change from Sacio, Inc. to Freesoftwareclub.com, Inc., (3)
stockholders voted and approved to elect Richard Miles, John Collins, and
Rene Pardo as directors of the surviving entity, and voted and approved for
the increase of capital stock of the corporation to 100,000,000 common shares
(par value $0.001).
On March 14, 2000 as a result of the stockholders majority vote Richard
Miles, John Collins, and Rene Pardo replaced the two directors of Sacio,
Inc., Nancy Davis and Stephen Huntley. In addition, on this date of March 14,
2000, John Collins was appointed President and Richard Miles was appointed
Secretary/Treasurer replacing Nancy Davis and Stephen Huntley.
Freesoftwareclub.com, Inc. ("the Company") post merger had 16,447,500 common
shares issued and outstanding. Beneficial ownership of the Company, as of the
close of the merger, was as follows:
Richard Miles 4,144,770 common shares - 25.2%
John Collins 2,763,180 common shares - 16.8%
Rene Pardo 4,934,250 common shares - 30.0%
*EMJ DataSystems 1,315,800 common shares - 8.0%
*EMJ DataSytems was a shareholder and was considered a beneficial owner of
Freesoftwareclub.com, Inc. prior to the merger on March 14, 2000 and a result
post merger became a beneficial owner of the surviving Company.
Note: The former officers and directors of the Company, Nancy Davis and
Stephen Huntley, as of the date of this 8K Form are not beneficial owners of
the Company.
Item 2. Acquisition or Disposition of Assets
On March 14, 2000 a majority vote by shareholders of Sacio, Inc, voted and
approved of a Merger whereby Freesoftwareclub.com, Inc. merged with and into
Sacio, Inc. Consideration for the Merger transaction was all-stock with no
cash involved. The shareholders of Sacio, Inc. also voted and approved of a
Plan of Reorganization, which included a name change to Freesoftwareclub.com,
Inc. and a change in business direction (See Item 5 Other Events).
Item 3. Bankruptcy or Receivership
There has been no bankruptcy, receivership, or similar proceeding by or
against either of the Companies described in this 8K Form.
Item 4. Changes in Registrant's Certifying Accountant
The Company has had no changes in and/or disagreements with its accountants.
Item 5. Other Events
Change of Business Direction
The Company, under its new Board of Directors, has initiated
Freesoftware.com, Inc.'s ("the Company") business plan, which includes a
membership club that will offer best selling fully licensed software titles
to its members.
The following information provides details to the change in business
direction.
Forward-Looking Statements
There are forward-looking statements in this document, and in the Company's
public documents to which they may refer that are subject to risks and
uncertainties in addition to those set forth below. These forward-looking
statements include information about possible or assumed future results of
the Company's operations. Also, when any of the words "may," "will,"
"believes," "expect," "anticipate," "estimate," "continue," or similar
expressions are used, the Company is making forward-looking statements. Many
possible events or factors, including but not limited to those set forth
herein, could affect future financial results and performance. This could
cause Company results or performance to differ materially from those
expressed in any forward-looking statements. These and other risks are
described in the Company's other publicly filed documents and reports that
are available from the Company and from the SEC.
Introduction
Freesoftwareclub.com, Inc. is a membership club that plans to offer current
best selling fully licensed software titles to members. The software will
either be shipped to the customer on CD-ROM discs or if available, via
digital download. Customers will pay small shipping and handling charge per
title, if the product is physically shipped.
Freesoftwareclub.com, Inc. plans to exploit a unique opportunity that
management believes exists with the Internet and is borne out of the
following three conditions:
1) Shopping online is simply a better way to acquire software. Consumers can
more thoroughly evaluate software, attain them faster, easier and often at
less cost, than they in a typical brick and mortar store. As such,
independent industry data shows increasing sales and traffic to software-
oriented websites and a clear deceleration of buying activity at traditional
retail stores for
2) Anything featured "FREE" on the Internet typically experience growth in
web site traffic.
3) Lifecycles for software at retail stores are now extremely short.
Publishers and retailers alike often remove perfectly salable products from
the shelf because of high marketing costs and declining sell-through rates
that in turn mean low or negative ROI. As a result, a plethora of high
quality content can be acquired at relatively low cost.
Management's goal is to leverage all of the above, in conjunction with an
aggressive marketing program to quickly capture a large membership base.
The Market
Currently, thousands of people visit download sites looking for free
software, but are often met with a confusing mix of free, trial, demo, and
shareware products. Most software available on the Internet for free is
either shareware (which requires payment later in a "try-before-you-buy"
scenario), or limited versions of commercial products ("lite" versions with
less capability). Freesoftwareclub.com, Inc. plans to have an inventory of
over 1,000 completely free titles that are available as free download to
anyone.
Freesoftwareclub.com, Inc. plans to offer only truly free titles to attract
the user who wants free software and want to avoid the hassle of sifting
through a confusing array of products. These visitors will also be able to
see all of the commercial titles we offer "free" to members, and will be
solicited to join.
Key Segments
Recent industry analysis of web purchasing trends shows an increasingly high
percentage of shoppers online are women. Educational studies have shown that
children, aged 4 - 10 years, jump a learning level every 4 to 5 months, while
parents typically purchase software twice a year (typically at Christmas and
on birthdays). Management believes that parents with children in the home
will be the primary focus market of the Company, where a membership with the
Company will allow the parents to provide software for their children in a
convenient and timely basis, ensuring the software they own is current. With
a Freesoftwareclub.com, Inc. membership, software in the home can keep up
with the advances their children make in learning.
In addition, the Company plans to target the game software market segment.
The gaming industry continues to be a top draw in consumer software, and will
also be prominently featured in Freesoftwareclub.com, Inc. Industry data has
shown the game demographic (Male, Age 18 - 34) overlaps a high percentage of
the on-line audience.
Revenue Model
The company earns revenues from the following:
Monthly Membership Fees
Shipping Charges
Special Member Offers
Affiliate Programs
Advertising on the website
Conclusion
Management plans to position the Company with a breakthrough marketing model
that will leverages market conditions in consumer software at retail and on-
line platforms that will drive its membership quickly and build a recurring
revenue vehicle for growth and profit. The company has significant a
dedicated executive staff of industry experts in technology marketing, e-
commerce, and business.
Item 6. Resignations of Registrant's Directors
On March 14, 2000 Nancy Davis and Stephen Huntley resigned as directors in
conjunction with the merger described in Item 1 of this 8K Form. The
resignations were not result of a disagreement with the either of the
companies involved.
The current directors and executive officers of the Company are:
Name Age Position
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Richard Miles 45 Director, Secretary/Treasurer
John Collins 38 Director, President
Rene Pardo 52 Director
At each annual meeting of shareholders, all of the directors will be elected
to serve from the time of election and qualification until the next annual
meeting following election. There are no family relationships among any of
the directors.
Richard Miles
Richard is President of Re:Launch, a computer channel integrated marketing
and advertising firm located in Berkeley, California. Under Richard's
direction and leadership, Re:Launch has become one of the industry's top
marketing and sales service agencies.
1990 - present: Founder and President of Re:Launch. Created sales and
marketing consulting firm specializing in technology products. Self-funded
company enjoys revenues of approx. $3,000,000 per year. Marketing and sales
manager behind more than 20 best-selling products. Creative genius behind the
industry's longest running profitable direct mail program. Consultant to over
50 firms including IBM, Computer Associates, Hitachi, Memorex, Connectix and
many others. Well respected within the industry as a speaker, columnist and
analyst. Primary author of "The Software Channel Sales Guidebook" used by
over 200 firms including Microsoft, Intuit, IBM, Memorex, and many others.
1986 - 1990 Vice President, Sales & Marketing, Polaroid Magnetics.
Responsible for Polaroid's floppy disk and computer retail channel business.
Responsible for helping to manage a commodity business from loss to profit,
while undergoing intense competition from low cost Far Eastern competitors.
1984- 1986 Vice President, Sales & Strategic Planning, Schlage Electronics.
Responsible for helping keep this $50MM company in #1 industry position,
introducing new technologies into a VAR / installing dealer network
worldwide. Reported to Division Vice-President for Business Development,
assisting in evaluating new technologies and new acquisitions for this
division of worldwide Ingersoll-Rand.
1980 -1984 President, Adaptive Controls, Inc. Chosen by the Board of
Directors to take over operations for this developer of integrated
electronics controls systems for high-rise office building. Responsible for
increasing sales to premier accounts and nationwide developers, as well as
continuing operations with very tight cash flow. Turned around unprofitable
operations and delivered profits. Negotiated sale of the business to
Ingersoll-Rand, managed the merger of the business into Schlage Electronics
division.
Richard Miles will be the primary spokesperson for the company. He will
devote approximately 30% of his time during the development stage, and will
be overseeing the company on a salaried basis beginning in August of 1999.
John Collins
John Collins is Vice President of Business Development for Re:Launch since
joining the firm as a partner in 1991. He is responsible for new customer
acquisition and contract negotiation, in addition to counseling clients on
market development and new business opportunities. His relationships and
ability to leverage them in the computer distribution channel has resulted in
the solid sales growth and success for many of the Re:Launch clients. John's
experience and knowledge coupled with a keen eye for emerging markets allows
him to guide clients and the channel sales effort to maximize opportunities
for growth.
Prior to joining Re:Launch, John was Western Regional Sales Manager for
Polaroid's Computer Products division and Product Marketing Manager for
Schlage Electronics. At each position he successfully established
distribution channels and significantly grew sales by managing both direct
and independent sales agents. John also contributed to the Software Channel
Sales Guidebook and was the author of the Selling Skills section. John has
developed solid relationships with Ingram Micro, Tech Data, Merisel, and
Micro Central and many National Accounts.
Rene Pardo
Rene is currently the Vice President for Business Development for Online
Direct, and is the CEO of NetProfitEtc., Inc. 1970 he was the founder of
Lanpar Technologies, and took it to $25 million revenue, going public on
Toronto Stock Exchange raising $13 million.
In 1994 Rene joined Aztech New Media, a software anthology publisher which
was just starting to sell shareware. He brought in financing and
shareholders, in different stages, and established international sales.
Revenues have grown to approx. $10 million Canadian, funded with little
capital.
In Sept. 1997, Rene established and raised financing for ComCentral Inc. to
continue the development of proprietary "Script Agent" software for enabling
the rapid customization and browsing of CD-ROMs (clients include Compaq, Ziff
Davis); and to build internet community tools (chat, homepages, instant
messaging, polling, forums, e-cards etc) to enhance electronic direct
marketing.
Item 7. Financial Statements and Exhibits
As of the date of this 8K filing, financial information reflecting the merger
on March 14, 2000 is not available. The Company plans to file an amendment to
this 8K Form reflecting the required financial information no later than 60
days following the filing of this 8K form.
Enclosed are unaudited selected historical financial data that were provided
by management of both Sacio, Inc. and Freesoftwareclub.com as of the period
ending December 31, 1999.
Sacio, Inc. Selected Historical Financial Data
Year Ended
December 31, 1999
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Statement of Operations Data
Net Revenues $ 0
Total Cost and Expenses $ 424
Net Loss from Operations $ 0
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Net Loss $(424)
Balance Sheet Data
Total Assets $ 15
Total Liabilities $ 0
Total Stockholders' Equity (deficit) $ 15
Total Liabilities and Stockholders' Equity $ 15
Freesoftwareclub.com, Inc.
Year Ended
December 31, 1999
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Statement of Operations Data
Net Revenues $ 0
Total Cost and Expenses $ 200,373
Net Loss from Operations $ 0
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Net Loss $(200,373)
Balance Sheet Data
Total Assets $ 24,358
Total Liabilities $ 99,973
Total Stockholders' Equity (deficit) $ (75,615)
Total Liabilities and Stockholders' Equity $ 24,358
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.
Freesoftwareclub.com, Inc.
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(Registrant)
Date: March 28, 2000 /s/John Collins
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John Collins, Secretary/
Treasurer