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) August 25, 2000
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JAWS Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 7371 98-0167013
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
12 Concorde Gate, Suite 900, Toronto, Ontario Canada M3C 3N6
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (416) 444-9273
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1013-17th Avenue S.W. Calgary, Alberta, Canada T2T 0A7
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(Former name or former address, if changed since last report)
NY/299436.3
ITEM 2. Acquisition or Disposition of Assets.
On August 15, 2000, JAWS Technologies, Inc., a Delaware corporation
("JAWS"), entered into a Share Purchase Agreement with Jaws Acquisition Canada
Corp., an Alberta, Canada corporation and a wholly-owned subsidiary of JAWS
("JACC"), and each of the other parties signatory thereto (the "4COMM
Agreement"), pursuant to which JAWS, through JACC, agreed to acquire all of the
outstanding shares of common stock of 4COMM.com Inc. ("4COMM"). This acquisition
was consummated on August 25, 2000. Pursuant to the 4COMM Agreement, JACC (i)
issued to the shareholders of 4COMM 501,673 JACC exchangeable shares, each
exchangeable into a share of common stock of JAWS, pursuant to the terms set
forth in the relevant transaction documents (the "Exchangeable Shares") valued
at US$3.2502 per Exchangeable Share, upon closing of the 4COMM acquisition; and
(ii) placed 1,083,165 Exchangeable Shares valued at US$3.2502 per Exchangeable
Share in escrow, releasable, subject to certain earn-out provisions, to the
shareholders of 4COMM 1/3 on the first anniversary of the closing date of the
4COMM Acquisition, 1/3 on the second anniversary of such closing date, and 1/3
on the third anniversary of such closing date.
4COMM, based in Burlington, Ontario, focuses on security consultation,
product implementation, managed services and client support with an emphasis on
technical excellence. Their product suite includes over 120 "best-of-breed"
security and information management products, including Intrusion Detection
Systems; Security Software; Server management; network and Internet Audit
software and services; E-mail and Internet Content Monitoring and Filtering;
Solutions Implementation; Security Consulting; Desktop Policy management;
Security Communications and Remote Access, and other specialized services.
ITEM 5. Other Events.
On August 15, 2000, JAWS entered into a Share Purchase Agreement with JACC
and each of the other parties signatory thereto (the "GNS Agreement"), pursuant
to which JAWS, through JACC, agreed to acquire all of the outstanding shares of
common stock of General Network Services - GNS Inc. ("GNS"). This acquisition
was consummated on August 25, 2000. Pursuant to the GNS Agreement, JACC (i)
issued to the shareholders of GNS 110,894 restricted shares of JAWS common
stock, and (ii) placed 392,156 Exchangeable Shares into escrow for release to
the selling shareholders over a period of two years, with the number of
Exchangeable Shares to be released dependent upon certain performance
requirements of two key GNS employees over that period.
GNS, based in Ottawa, Ontario, provides highly skilled specialists in the
emerging Public key Infrastructure ("PKI") technology. PKI enables the world's
networks to move further into e-business, and GNS has implemented a number of
innovative PKI systems including on-line international auction, the first
digital signing of an International Agreement and developing a PKI architecture
and policy framework. Also, GNS serves the Government of Canada, internationally
recognized as being a leader in PKI and other information security technologies.
NY/299436.3
ITEM 7. Financial Statements and Exhibits.
(a). and (b). The financial statements and pro forma financial
information, required as part of this Current Report on Form 8-K will be filed
not later than 60 days from September 11, 2000, as an amendment to this report.
(c) Exhibits
2.1 Share Purchase Agreement, dated August 15, 2000, among JAWS
Technologies, Inc., JAWS Acquisition Canada Corp., 4Comm.com,
Inc., and other signatories thereto.
2.2 Share Purchase Agreement, dated August 15, 2000, among JAWS
Technologies, Inc., JAWS Acquisition Canada Corp., General Network
Services - GNS Inc., and other signatories thereto.
2.3 Registration Right Agreement, dated August 15, 2000, between JAWS
Technologies, Inc. and the Vendors signatories thereto.
2.4 Support Agreement, dated August 1, 2000 between JAWS Technologies,
Inc. and JAWS Acquisition Canada Corp.
2.5 Voting and Exchange Trust Agreement, dated August 1, 2000, between
JAWS Technologies, inc. and JAWS Acquisition Canada Corp. and
Montreal Trust Company of Canada.
23.1 Consent of Ernest & Young LLP (4Comm.com, Inc.)*
23.2 Consent of Ernest & Young LLP (General Network Services - GNS
Inc.)*
99.1 Press Release, dated August 16, 2000.
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* To be filed by amendment.
NY/299436.3
SIGNATURES
Pursuant to the requirements set forth in 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.
Date: September 11, 2000 JAWS TECHNOLOGIES, INC.
By: /s/ Riaz Mamdani
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Name: Riaz Mamdani
Title: Chief Financial Officer
NY/299436.3
EXHIBIT INDEX
2.1 Share Purchase Agreement, dated August 15, 2000, among JAWS Technologies,
Inc., JAWS Acquisition Canada Corp., 4Comm.com, Inc., and other
signatories thereto.
2.2 Share Purchase Agreement, dated August 15, 2000, among JAWS Technologies,
Inc., JAWS Acquisition Canada Corp., General Network Services - GNS Inc.,
and other signatories thereto.
2.3 Registration Right Agreement, dated August 15, 2000, between JAWS
Technologies, Inc. and the Vendors signatories thereto.
2.4 Support Agreement, dated August 1, 2000 between JAWS Technologies, Inc.
and JAWS Acquisition Canada Corp.
2.5 Voting and Exchange Trust Agreement, dated August 1, 2000, between JAWS
Technologies, inc. and JAWS Acquisition Canada Corp. and Montreal Trust
Company of Canada.
23.1 Consent of Ernest & Young LLP (4Comm.com, Inc.)*
23.2 Consent of Ernest & Young LLP (General Network Services - GNS Inc.)*
99.1 Press Release, dated August 16, 2000.
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* To be filed by amendment.
NY/299436.3