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) February 24, 2000
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efinancial depot.com, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 330809711
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1005 - 750 West Pender Street, Vancouver, British Columbia V6C 2T8
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (877) 739-3812
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(not applicable)
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(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On January 31, 2000, efinancial depot.com, Inc. (the "Company") entered into a
funding agreement (the "Agreement") with Oxford Capital Corporation (the
"Purchaser"), which funding was completed on February 24, 2000 (the "Closing
Date"). Pursuant to the Agreement, the Company issued to the Purchaser 6%
Convertible Debentures (the "Debentures") and a two year warrant to purchase
250,000 shares of common stock in the capital of the Company at US$5.00 per
share (the "Warrants"), in exchange for funding in the amount of $2,500,000.
The Debentures are due January 31, 2003 and bear interest at the rate of 6% per
year, payable upon conversion, redemption or maturity, whichever occurs first.
Interest is payable, at the Purchaser's option, in cash or in shares of the
Company's common stock (the "Common Stock"). Pursuant to the Agreement, the
Debentures are convertible into shares of Common Stock from time to time, in
amounts specified by the Purchaser, any time after the Closing Date, as follows:
The lower of:
(i) 80% (not lower than a floor price of US$3.00) of
the average closing bid price of the Common Stock for the five (5)
trading days preceding the Conversion Date; or
(ii) US$5.00.
In addition, the Debentures are subject to a forced conversion into Common Stock
when the share price has traded above US$10.00 for 20 consecutive trading days
and the liquidity covenants have not been broken. The underlying warrants will
be acquired and paid for within 30 trading days after forced conversion.
The Debentures are exempt from the registration requirements of the Securities
Act of 1933, as amended, pursuant to SEC Regulation S. The Company must prepare
and file, within 60 days of January 31, 2000, a Registration Statement covering
200% of the shares the Debentures are currently convertible into, and all of the
shares underlying the Warrants. The Company will ensure that the Registration
Statement is declared effective within 120 days. In the event that the
Registration Statement is not filed within 60 days or declared effective within
120 days, the Company will pay damages to the Purchaser of 2% of the principal
value of the Debentures outstanding every 30 day period, or a pro rata portion
thereof. If at any time following the 120 day period after the Closing Date,
the market value of the volume of stock trades less than $100,000 in value for
20 consecutive trading days, the Purchaser has the right to return the
unconverted Debentures to the Company at a premium of 30% of the principal
outstanding.
Pursuant to the Agreement, the Debentures, the Warrants and the Common Stock
underlying the Debentures and Warrants have been delivered to Oxford Capital
Corporation, Calgary (the "Escrow Holder"). As security for the Debentures, the
Company deposited 500,000 shares of restricted common stock with the Escrow
Holder, which shares will be released upon conversion of the Debentures or in
the event that the Company defaults on the Debentures. In addition and upon
funding, the Company paid 10% of the gross amount of the Debentures to Oxford
Capital Corporation, Calgary (the "Placement Agent"), and issued a one year
warrant to purchase 50,000 shares of Common Stock at US$5.00 per share.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not applicable.
ITEM 10. EXHIBITS
(10) Material Contracts
10.1 Debenture Purchase Agreement between the Company and Oxford
Capital Corp., dated February 2, 2000
10.2 Escrow Agreement between the Company and Oxford Capital Corp.,
dated February 2, 2000
10.3 Registration Rights Agreement between the Company and Oxford
Capital Corp., dated February 2, 2000
(20) Other Documents
20.1 The Company's Form of Placement Agent Warrant Certificate
20.2 Placement Agent's Warrant - Oxford Capital Corp., Holder
20.3 e-financial depot.com, Inc. 6% Convertible Debenture, dated
February 2, 2000
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.
EFINANCIAL DEPOT.COM, INC.
Date: April 14, 2000
/s/ John Huguet
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John Huguet, President and Chief Executive Officer