U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Date of Report
(Date of earliest event reported):
December 31, 2000
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ENTERPRISES SOLUTIONS, INC.
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(Exact name of registrant as specified in its Charter)
Nevada 000-28195 88-0232148
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
140 Wood Road, Suite 200
Braintree, Massachusetts 02184
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 781-356-4387
FORM 8-K
ENTERPRISES SOLUTIONS, INC.
ITEM 5. OTHER EVENTS
Pursuant to a Memorandum of Agreement, dated as of December 31, 2000,
between WALTRAG A.G. ("WALTRAG") and the Company, WALTRAG, as representative of
the noteholders of the entire principal amount outstanding of $5,250,000 of
notes issued pursuant to the April 2, 2000 Deed Poll to which the Company is a
party, on March 5, 2001, has given the Company notice, effective as of December
31, 2000, of its exercise of its right to convert the entire principal amount of
such notes outstanding, plus interest accrued thereon through December 31, 2000,
into an aggregate of 2,015,000 shares of the Company's Common Stock. In
connection with this conversion, the warrant to purchase 550,000 shares of
Common Stock issued in connection with the April 2000 financing pursuant to the
Deed Poll has been cancelled, and the Company will issue additional three-year
warrants to WALTRAG's nominees to purchase 600,000 shares of Common Stock at
a purchase price of $1.00 per share on or before December 31, 2003. Pursuant to
the December 31, 2000, Memorandum of Agreement, WALTRAG's nominee, Mr. Jurg
Walker, has been elected as an advisory member of the Company's Board of
Directors, and will also be proposed as a management nominee for the Board of
Directors in the Company's proxy material to be filed with the Securities and
Exchange Commission for the Annual Meeting of Stockholders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
4.5 Memorandum of Agreement, dated as of December 31, 2000,
between Enterprises Solutions, Inc. and Waltrag A.G.
4.6 Notice of Exercise of Right to Convert, dated as of December
31, 2000, signed for and on behalf of the Noteholders by
Waltrag A.G.
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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 the
undersigned hereunto duly authorized.
Dated: March 9, 2001
Enterprises Solutions, Inc.
By: John A. Solomon
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John A. Solomon,
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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4.5 Memorandum of Agreement, dated as of December 31, 2000, between
Enterprises Solutions, Inc. and Waltrag A.G.
4.6 Notice of Exercise of Right to Convert, dated as of December 31,
2000, signed for and on behalf of the Noteholders by Waltrag
A.G.
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