U.S. 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): February 16, 2001
JustWebIt.com, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or jurisdiction of incorporation or organization)
033-05902
(Commission File Number)
22-2774460
(I.R.S. Employer Identification Number)
460 East 800 North, Orem, Utah 84097
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (801) 222-0202
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 16, 2001, the Registrant entered into an
Exclusive Product License and Distribution Agreement
("Agreement") with Pelham Associates, Inc. (attached as Exhibit
10 to this Form 8-K). The Agreement grants to the Registrant
the exclusive license to software and documentation known as
Domain Name Registration SDK and Branding Kit ("Product"),
thereby transferring to the Registrant all of Pelham's rights to
manufacture, distribute or otherwise utilize the Product.
The Registrant believes that the license granted under the
Agreement will allow for custom vertical market offerings. The
Registrant further believes that this will provide the most
user-friendly, intuitive places and ways to buy domain names.
This Product will enable the Registrant to mix end-user
applications, as well as to allow for backend suite
registration. The Registrant believes that the Product will
also allow backend credit management and account integration to
enable custom offerings like domain search and purchase
applications, vertical applications, such as gift certificate
domain registrations, and other similar related applications.
In addition, the Agreement grants to the Registrant the license
to copy the Product in object code and to copy, sell,
distribute, utilize or otherwise transfer the Product on an
exclusive basis. The Agreement includes the right to use the
name Domain Name Registration SDK and Branding Kit in connection
with licensing the Product, as it currently exists, and allow
the Registrant to modify it for third parties. The Agreement
has a term which ends on January 4, 2005. In consideration for
the Agreement, the Registrant will pay to Pelham 5,000,000
shares of restricted common stock of the Registrant.
ITEM 5. OTHER EVENTS.
Gary Borglund, a member of the Board of Directors of the
Registrant, has replaced Jon Richard Marple as President of the
Registrant. Furthermore, Mr. Marple has resigned from the Board
of Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial Statements.
Since the net book value of the consideration given in
connection with the acquisition of the asset under the Agreement
exceeds the total assets of the Registrant as reflected in its
unaudited balance sheet as of September 30, 2000, then pursuant
to Article 11 of Regulation S-X, pro forma financial information
will be furnished. It is impracticable to provide the required
financial information at the time this Form 8-K is filed; this
information will be filed as an amendment to this filing not
later than 60 days after the filing of this report.
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant to
Item 601 of Regulation S-B.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
JustWebIt.com, Inc.
Dated: March 2, 2001 By: /s/ Gary Borglund
Gary Borglund, President
EXHIBIT INDEX
Number Exhibit Description
10 Exclusive Product License and Distribution Agreement (see below).
EX-10
EXCLUSIVE PRODUCT LICENSE AND DISTRIBUTION AGREEMENT
EXCLUSIVE PRODUCT LICENSE
AND
DISTRIBUTION AGREEMENT
This Agreement is entered into by and between Pelham Associates,
Inc., with an address of 3900 Birch Street, Suite 113, Newport
Beach, California, 92660 ("Licensor"), and JustWebIt.com, Inc.,
with an address of 9 Mesa Lane, Colorado Springs, Colorado,
80906 ("Licensee").
Recitals:
Whereas, Licensor is the sole owner of an Exclusive License to
software and documentation known as Domain Name Registration SDK
and Branding Kit (collectively the "Product"); and
Whereas, Licensor desires to grant an Exclusive License to the
Product to Licensee, thereby transferring all of Licensor's
rights to manufacture, distribute or otherwise utilize the
Product.
Now, therefore, the parties, intending to be bound hereby, agree
as follows:
I.
Grant of License. Licensor hereby grants to Licensee a license
to copy the Product in object code as licensed hereunder, and to
copy, sell, license, distribute, utilize or otherwise transfer
the Product on an exclusive basis. Said License shall include
the right to use the name Domain Name Registration SDK and
Branding Kit in connection with licensing the Product, as it
currently exists and as Licensee may modify it, to third
parties. Said License shall be from the date of execution of
this Agreement to January 4, 2005. In consideration for the
granting of this License to the Licensee, the Licensee will pay
to the Licensor five million (5,000,000) shares of restricted
common stock of Licensee, as defined in Paragraph IX of this
Agreement.
II.
Product Description: Domain Name Registration SDK and Branding
Kit. This Domain Name Registration SDK allows for custom
vertical market offerings to provide the most user-friendly,
intuitive places and ways to buy domain names. This SDK will
enable the mixing of end user applications, and a backend
registration suite.
This SDK will allow backend credit management and account
integration to enable custom offerings like domain search and
purchase applications, vertical applications like gift
certificate domain registrations and other similar related
applications.
III.
Source Code. Where the source code is made available to
Licensee to Licensor, and as a condition of such release, all
changes and modifications to the source code must be sent to the
Licensor and become the exclusive property and copyright of the
Licensor.
Any third party technology required in compiling, assembling and
distributing the Product or Products must be purchased or
licensed by the Licensee at the Licensee's request.
Changes made by the Licensor at the request of the Licensee
become the exclusive property and copyright of the Licensor,
subject to the use by Licensee during the term of this
Agreement, regardless of compensation to the Licensor for said
changes, modifications and features.
IV.
Term. The initial term of this Agreement shall commence on the
date of the execution of this Agreement and shall end on January
4, 2005. Licensor shall promptly advise Licensee of all
modifications made to the Product.
V.
Disclosure of Technology. Within ten (10) days after the
effective date of this Agreement, Licensor shall deliver to
Licensee the following:
(A) Master diskettes containing the latest shipping version of
the Product, help files and all of Licensor's technology
necessary to distribute the latest version of the Product.
(B) A current list of the known features and "bugs", if
any, of the Product.
(C) If available, a list of proposed enhancements, improvements and fixes.
VI.
Ownership. Subject to the license granted hereunder, all right,
title and interest in the Product licensed hereunder shall
belong to the Licensor and Licensee shall not have any rights,
title and/or interest other than that provided in this License
Agreement. Licensor shall retain copyright and ownership of any
changes, maintenance, upgrades, customization, marketing and
promotional materials relating to the Licensed Product not
completed by Licensor or undertaken by Licensee. Such tasks
shall include but not be limited to special drivers, add-ons,
extensions, language porting, operating system development, text
revision, messages, help files, manuals, packaging and other
related work product.
VII.
Bundling and OEM Licensing. Licensee may publish, OEM, site-
license or market Product as a component of a bundled or multi-
product package.
VIII.
Version Upgrades. For the term of this Agreement, Licensor shall
furnish Licensee with all version upgrades upon completion;
however the parties acknowledge that the Licensor is under no
obligation to upgrade the Product beyond the version provided to
Licensee at the commencement of this Agreement.
IX.
Payment for License. In consideration of the rights and licenses
granted to Licensee herein, Licensee shall pay to Licensor five
million (5,000,000) shares of restricted common stock of
Licensee immediately upon the execution of this Agreement,
provided that all terms of this Agreement that are to be
completed concurrently with the execution of this Agreement must
have been fulfilled by Licensor and Licensee. The stock to be
issued to Licensor under this Agreement will be restricted under
Section 144 of the Securities Act of 1933 ("Restricted
Securities"). Licensor understands that as Restricted
Securities under the federal securities laws, the shares are not
being issued under a public offering and that under such laws
and applicable regulations, such securities may not be resold
without registration under the Securities Act of 1933, except in
certain limited circumstances. Licensor represents that it is
familiar with Restricted Securities and understands the resale
limitations imposed thereby and by the Act. It is understood
that the certificates evidencing the stock may bear the
following legends: 1) The securities evidenced by this
certificate have not been registered under the Securities Act of
1933, as amended (the "Act"), or the securities laws of any
state of the United States ("State Acts"). The securities
evidenced by this certificate may not be offered, sold or
transferred for value, directly or indirectly, in the absence of
such registration under the Act and qualification under
applicable State Acts, or pursuant to an exemption from
registration under the Act and/or qualification under applicable
State Acts, the availability of which is to be established to
the reasonable satisfaction of the Licensee.
X.
Licensee's Obligations. Licensee shall be obligated to use its
best efforts to perform hereunder as follows:
(A) To announce, copy, package and actively market the Product
under the name Domain Registration SDK and Branding Kit or such
other name or names as Licensee deems desirable.
(B) Acquire distribution for the Product through any reasonable,
economically viable and available marketing and distribution
vehicles.
(C) Provide ongoing support and maintenance to current and
future licensees of the Product.
(D) Provide all relevant ownership notices on the Product,
packaging and other supporting documentation or materials
indicating that the copyright of the Product is in the name of
Licensor, and that Licensor retains sole ownership of any and
all trademarks.
(E) Provide to Licensor, upon written request, a comprehensive
list of all sub-licensees of the product within thirty (30) days
of the request, but in no event shall the Licensee be required
to do so more than four times per year.
XI.
Licensor's Obligations. Licensor shall be obligated to perform
hereunder as follows:
(A) To the extent available, provide Licensee with a
comprehensive customer list within thirty (30) days of the
effective date of this Agreement.
(B) To the extent necessary or required by Licensee, provide
technical advice to Licensee to enable Licensee to improve
Product, create ancillary components or provide support and
maintenance to customers.
XII.
Representations and Warranties. Licensor represents and warrants
to Licensee the following:
(A) Organization. Licensor is a corporation duly
organized, validly existing, and in good standing under the laws
of Wyoming, and has all necessary corporate powers to own
properties and carry on a business, and is duly qualified to do
business and is in good standing in Wyoming. All actions taken
herein by the Incorporators, directors and shareholders of
Licensor have been valid and in accordance with the laws of the
State of Wyoming.
(B) Liabilities. The Product is not encumbered by any debt,
liability, or obligation of any nature, whether accrued,
absolute, contingent, or otherwise, and whether due or to become
due, that is not reflected in this Agreement. Licensor is not
aware of any pending, threatened or asserted claims, lawsuits or
contingencies involving the Product.
(C) Ability to Carry Out Obligations. Licensor has the right,
power, and authority to enter into and perform its obligations
under this Agreement. The execution and delivery of this
Agreement by Licensor and the performance by Licensor of its
obligations hereunder will not cause, constitute, or conflict
with or result in any breach or violation or any of the
provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which
Licensor or its shareholders are a party, or by which they may
be bound, nor will any consents or authorizations of any party
other than those hereto be required.
(D) Full Disclosure. None of representations and
warranties made by the Licensor, or in any certificate or
memorandum furnished or to be furnished by the Licensor,
contains or will contain any untrue statement of a material
fact, or omit any material fact the omission of which would be
misleading.
(E) Compliance with Laws. Licensor has complied with,
and is not in violation of any federal, state, or local statute,
law, and/or regulation pertaining to Licensor. Licensor has
complied with all federal and state securities laws in
connection with the issuance, sale and distribution of its
securities.
(F) Litigation. Licensor is not (and has not been) a party to
any suit, action, arbitration, or legal, administrative, or
other proceeding, or pending governmental investigation. To the
best knowledge of the Licensor, there is no basis for any such
action or proceeding and no such action or proceeding is
threatened against Licensor and Licensor is not subject to or in
default with respect to any order, writ, injunction, or decree
of any federal, state, local, or foreign court, department,
agency, or instrumentality.
(G) Corporate Documents. Copies of each of the following
documents, which are true complete and correct in all material
respects, will be attached to and made a part of this Agreement:
(1) Resolutions of the Board of Directors approving this Agreement.
(H) Documents. All minutes, consents or other documents
pertaining to Licensor to be delivered at closing shall be valid
and in accordance with the laws of Wyoming.
XIII.
Representations and Warranties. Licensee represents and warrants
to Licensor the following:
(A) Organization. Licensee is a corporation duly
organized, validly existing, and in good standing under the laws
of Nevada, and has all necessary corporate powers to own
properties and carry on a business, and is duly qualified to do
business and is in good standing in Nevada. All actions taken
herein by the Incorporators, directors and shareholders of
Licensee have been valid and in accordance with the laws of the
State of Nevada.
(B) Capital. The authorized capital stock of Licensee
consists of 100,000,000 shares of common stock, $ .001 par value
and 15,000,000 shares of preferred stock, no par value, of which
none is currently issued and outstanding. All outstanding
shares are fully paid and non assessable, free of liens,
encumbrances, options, restrictions and legal or equitable
rights of others not a party to this Agreement. At closing,
there will be no outstanding subscriptions, options, rights,
warrants, convertible securities, or other agreements or
commitments obligating Licensee to issue or to transfer from
treasury any additional shares of its capital stock. All of the
shareholders of Licensee have valid title to such shares and
acquired their shares in a lawful transaction and in accordance
with the laws of Nevada.
(C) Absence of Changes. Since the date of the financial
statements, there has not been any change in the financial
condition or operations of Licensee, except changes in the
ordinary course of business, which changes have not in the
aggregate been materially adverse.
(D) Liabilities. Licensee does not have any debt,
liability, or obligation of any nature, whether accrued,
absolute, contingent, or otherwise, and whether due or to become
due, that is not reflected in this Agreement, except as
previously disclosed to Licensor. Licensee is not aware of any
pending, threatened or asserted claims, lawsuits or
contingencies involving Licensee or its common stock, except as
previously disclosed to Licensor.
(E) Ability to Carry Out Obligations. Licensee has the
right, power, and authority to enter into and perform its
obligations under this Agreement. The execution and delivery of
this Agreement by Licensee and the performance by Licensee of
its obligations hereunder will not cause, constitute, or
conflict with or result in any breach or violation or any of the
provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which
Licensee or its shareholders are a party, or by which they may
be bound, nor will any consents or authorizations of any party
other than those hereto be required.
(F) Full Disclosure. None of representations and
warranties made by the Licensee, or in any certificate or
memorandum furnished or to be furnished by the Licensee,
contains or will contain any untrue statement of a material
fact, or omit any material fact the omission of which would be
misleading.
(G) Compliance with Laws. Licensee has complied with,
and is not in violation of any federal, state, or local statute,
law, and/or regulation pertaining to Licensee. Licensee has
complied with all federal and state securities laws in
connection with the issuance, sale and distribution of its
securities.
(H) Litigation. Licensee is not (and has not been) a
party to any suit, action, arbitration, or legal,
administrative, or other proceeding, or pending governmental
investigation. To the best knowledge of the Licensee, there is
no basis for any such action or proceeding and no such action or
proceeding is threatened against Licensee and Licensee is not
subject to or in default with respect to any order, writ,
injunction, or decree of any federal, state, local, or foreign
court, department, agency, or instrumentality.
(I) Corporate Documents. Copies of each of the following
documents, which are true complete and correct in all material
respects, will be attached to and made a part of this Agreement:
(1) Resolutions of the Board of Directors approving this Agreement.
(J) Documents. All minutes, consents or other documents
pertaining to Licensee to be delivered at closing shall be valid
and in accordance with the laws of Nevada.
(K) Title. The Shares to be issued to Licensor will be, at
closing, free and clear of all liens, security interests,
pledges, charges, claims, encumbrances and restrictions of any
kind, except the restrictions noted in Paragraph IX of this
Agreement. None of such Shares are or will be subject to any
voting trust or agreement. No person holds or has the right to
receive any proxy or similar instrument with respect to such
shares, except as provided in this Agreement, the Licensor is
not a party to any agreement which offers or grants to any
person the right to purchase or acquire any of the securities to
be issued to Licensor. There is no applicable local, state or
federal law, rule, regulation, or decree which would, as a
result of the issuance of the Shares to Licensor, impair,
restrict or delay Licensor's voting rights with respect to the Shares.
XIV.
Additional Terms and Conditions. Other terms and conditions of
the Agreement that both Parties have agreed to and have
determined are material to this Agreement are as follows:
(A) Board of Directors
Immediately upon the closing of the transaction, provided that
all terms of this Agreement that are to be completed
concurrently with the execution of this Agreement have been
fulfilled by Licensor and Licensee, Brooks M. Freeman and
Charles Bartell will resign from the Board of Directors of
Licensee. The Board of Licensee will then appoint Gary
Borglund, Gary Fox and Richard Overdorff to the Board of
Directors. After such appointment, the Board of Directors will
consist of these four Board members until such time as the
Company holds its next annual elections for the Board of
Directors or until such time as any Board member resigns.
(B) Proxy to Pelham Associates, Inc.
Jon Richard Marple and Jon H. Marple, shareholders of Licensee
(who each hold their stock as Joint Tenants with Rights of
Survivorship with their spouses, Suzanne N. Marple and Mary E.
Blake, respectively), hereby grant to Pelham, an irrevocable
proxy to vote all of the shares currently owned by both
individuals for a period not to exceed six (6) months. Said six
(6) month period shall commence on the date of the execution of
this License Agreement.
(C) Reverse Splits
Both Parties hereby agree that an important term in the License
Agreement is that, for a period of twelve (12) months, from the
date of the execution of the License Agreement, the New Board of
Directors of Licensee will not subject the stock of Licensee to
a reverse split of any kind. It is also agreed that Licensee is
not precluded from forward splitting the common stock of Licensee.
(D) Payment of Outstanding Debts
Before or concurrent with the execution of this License
Agreement, the existing Board of Directors will resolve to pay
off the outstanding liabilities of the Licensee, and
specifically the amounts owed to Jon R. Marple, $149,874, and
Jon H. Marple, $110,075, by May 31, 2001. Pursuant to the terms
of this License Agreement and a Debenture Agreement, the debts
owed to both Jon R. Marple and Jon H. Marple will be converted
into a Convertible Debenture that provides that, at the option
of the Debenture holder, if these debts have not been satisfied
by May 31, 2001, then any amount outstanding owed to these
parties will be convertible into equity of the Licensee at
eighty (80) percent of the average of the five trading days'
closing price for the five trading days prior to the Conversion
Date, as defined in the Debenture Agreement. Newport Federal
Financial, a third party who is currently owed approximately
$280,000, has agreed to extend its period for repayment to July
2, 2001 at an interest rate of twelve (12) percent per annum.
It is understood and agreed that Newport Federal Financial will
not be included in the Convertible Debenture, and that Newport
Federal Financial must be repaid in cash and not in equity.
Furthermore, it is understood and agreed to by the Parties that
the Licensee intends to raise capital for business operations
once this transaction is consummated. It is further understood
and agreed to that, from capital that is raised by the Licensee,
until such time as the three creditors, listed above, have had
their outstanding debts satisfied by the Licensee in full, one-
half (50%) of any and all capital raised, after subtracting for
fees related to the raising of the capital, will be paid to
Newport Federal Financial first, and then to each of the Marples
equally.
(E) Term of Legal Representation
Subject to the terms of an agreement for legal services, parties
of this Agreement hereby agree that The Law Offices of Marc R.
Tow will represent Licensee on a going forward nature from the
date of this Agreement for a three (3) year period. Duties in
said representation shall include all matters relating to
corporate and securities issues.
(F) Funding Agreement
It is understood by the Parties to this Agreement that the
Licensor is capable and has obtained an Equity Line of Credit,
in an amount up to 2.5 Million Dollars, that will be provided to
the Licensee upon the execution of this Agreement. It is
understood that this funding is critical to the growth and
expansion of the Licensee. The Equity Line of Credit will be
available to the Licensee for a period not to exceed two (2)
years from the first date of distribution to the Licensee.
XV.
Effective Date. The effective date of this Agreement shall be
the date of execution of this Agreement.
XVI.
Termination. Upon material default by either party, the non-
defaulting party must provide written notice to the party in
default within sixty (60) days of said event of default of its
intent to terminate this Agreement and the reason(s) therefore.
The defaulting party shall have thirty (30) days from the date
of receipt of said notice of intent to terminate to cure said
default. In the event that the defaulting party substantially
cures said default, this Agreement shall remain in full force
and effect. In the event that the defaulting party fails to cure
said default within thirty (30) days, then this Agreement shall
terminate. Upon termination, neither party shall have the right
to market or distribute the other party's work product, and a
final accounting shall be conducted.
XVII.
Invalid Provision. The invalidity or unenforceability of any
particular provision of this Agreement shall not effect the
other provision hereof, and in such instance, this Agreement
shall be construed in all respects as if such invalid or
unenforceable provision were omitted.
XVIII.
Limitations of Liability between Licensor and Licensee. In no
event shall either party be liable to the other for incidental,
indirect, special or consequential damages, or for lost profits,
savings or revenues of any kind, or for lost data or downtime,
regardless of being advised of the possibility of such damages.
The cumulative liability of both parties for all claims relating
to the Product or this Agreement, regardless of the form of
action, whether in contract or in tort, including negligence,
strict liability or otherwise, shall not exceed the total of all
proceeds from the Product.
XIX.
Notices. All notices required hereunder shall be forwarded as follows:
JustWebIt.com, Inc.
9 Mesa Lane
Colorado Springs, CO 80906
C/o Jon Richard Marple
Telephone: (719) 477-9938
Facsimile: (719) 477-9942
Pelham Associates, Inc.
3900 Birch Street, Suite 113
Newport Beach, California 92660
c/o Marc Tow
Telephone: (949) 975-0544
Facsimile: (949) 975-0547
XX.
Governing Law; Resolution of Disputes. This Agreement shall be
governed by and construed in accordance with the laws of the
State of California. Any controversy or claim relating to this
Agreement (whether contract, tort, or both) or to the breach of
this Agreement shall be arbitrated by and in accordance with the
then existing commercial arbitration rules of the Judicial
Arbitration and Mediation Service ("JAMS"), in Orange County,
California. The arbitrator may render a judgment awarding
actual compensatory damages only, and no consequential,
incidental, or punitive damages may be awarded by the
arbitrator. Judgment on the award rendered by such arbitrator
may be entered in any court having jurisdiction. Nothing in
this Section shall affect either parties' right to bring an
action or proceeding against the other in the courts of any
jurisdiction where the purpose of such action or proceeding is
to seek injunctive relief. In the event of any action or
proceeding to enforce this Agreement, the successful or
prevailing party will be entitled to recover its attorneys' fees
actually incurred and other costs incurred in any such action or
proceeding, in addition to any other relief to which it may be
entitled.
XXI.
Entire Agreement. This Agreement shall constitute the entire
agreement between the parties. Any modifications or amendments
hereto shall be in writing and executed by the party to be charged.
LICENSEE: LICENSOR:
JustWebIt.com, Inc. Pelham Associates, Inc.
/s/ Jon Richard Marple /s/ Marc Tow
By: Jon Richard Marple, President By: Marc Tow, President
Date: February 16, 2001 Date: February 16, 2001