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) September 19, 2000
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FREESOFTWARECLUB.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 88-0414076
(State or Other Jurisdiction of (Employer Identification
Incorporation or Organization) Number)
600 Bancroft Way
Berkeley, CA 94710
(Address of Principal Executive Offices and Zip Code)
(510) 649-4922
(Registrant's telephone number)
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
Freesoftwareclub.com has taken a new direction in launching an aggressive new
membership acquisition strategy and revenue model. Management believes this
new approach will enable the Company to operate in a lean and efficient
manner, thereby reducing the timeframe necessary to become a potentially
profitable business.
Management Restructuring:
In an effort to reduce capital expenditures and better position current
personnel where they can utilize their strengths in taking the Company to a
level of profitability, the following managerial changes have been made:
Richard Miles: Secretary/Treasurer and Chairman of the Board of Directors will
maintain these positions as well as assume the role of Chief Executive Officer
and President of the Company.
John Collins: Chief Executive Officer, President, and Director is stepping
down as Chief Executive Officer and President and will become a full time
employee as Director of Software Licensing for the Company. This is a roll in
which Mr. Collins has had a proven track record of success and will add value
to the Company by focusing his time and efforts within this area. Mr. Collins
will remain a Director of the Company.
Rene Pardo: Director - Will maintain his current role as a Director of the
Company.
The new management structure is as follows:
NAME POSITION
- ------------- ------------------------------
Richard Miles Secretary/Treasurer, President,
Chief Executive Officer, and
Chairman of the Board
John Collins Director
Rene Pardo Director
The Company's Board of Directors unanimously voted and approved of the
Restructuring of Management. All parities involved have approved of the
changes in management and are focused on taking the business to a level of
profitability.
New Membership Acquisition Strategy:
The Company's initial business strategy revolved around developing a
membership base through a large Affiliate Program and related opt-ins, buy-
ins, contests, giveaways, quizzes, and surveys, of which required large
amounts of up-front capital.
The Company's new direction includes a membership acquisition strategy that
will leverage the existing freeware catalog to attract and rapidly grow a
totally free member registrant who will immediately receive valuable software
products. The Company has been developing partnerships with producers of these
software products who will pay a bounty to the Company for referring new
customers to them, thereby limiting the amount of up front capital needed to
develop a subscriber base. Furthermore the Company is in negotiations with
other vendors that will allow the Company to accelerate traffic and member
registration on a pay-for-performance basis, which allows the Company to
monetize each registering member immediately. The Company will continue to
convert the free members to paid subscription-based members for the catalog of
commercial software. Management believes this will increase the number of
registrations and dramatically grow the user base that opt-in to receive
additional offers from the Company creating a potential valuable new source of
revenue.
Service partners continue to maintain their support and commitment with the
Company's new direction including the above-described managerial changes and
membership acquisition strategy. With this support and the reduction of
capital expenditures management believes the direction the Company is taking
will significantly increase the potential for profitability in the near
future.
Capital Financing:
The Company was expecting financing of approximately $500,000 through a
private placement at the end of the second quarter, June 30, 2000. This
funding did not materialize, leaving the Company, as of the date of this
filing, with enough cash reserves to operate for the next four weeks. The
Company is currently in negotiations with potential parties for financing that
would give the Company the proceeds and time needed to become profitable. To
date, no set commitments or agreements have been made by the Company with any
such parties. There can be no assurance that such commitments or agreements
will be made, or if made, the terms of such agreements will be timely or to
the satisfaction of the Company and its shareholders.
Management has estimated it will need to raise approximately $300,000 to
$350,000 of capital to actualize its new business strategy and become a
profitable self-sustaining business. By successfully implementing its new
business strategy and obtaining the required funding, management estimates the
Company will become profitable by the third quarter of 2001.
If the Company cannot successfully implement its new business strategy and/or
raise the required funds, operations may suspend and the progress of the
business become limited or desists.
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.
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
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: September 21, 2000 /s/ Richard Miles
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Richard Miles
President, CEO and Chairman of
the Board of Directors