SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 6, 2001
JagNotes.com Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-28761 88-0380546
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
226 West 26th Street, Studio D, New York, New York 10001
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (646) 205-8314
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(Former Name or Address, if Changed Since Last Report)
Item 5. Other Events.
On April 6, 2001, JagNotes.com Inc. (the "Company") entered into a
termination agreement (the "Termination Agreement") with CALP II Limited
Partnership, a Bermuda limited partnership ("CALP II") and Thomson Kernaghan &
Co., Ltd. ("Thomson Kernaghan"). Pursuant to the Termination Agreement, a copy
of which is attached hereto as Exhibit 10.16, the Company released CALP II from
its obligations, including payment of any and all accrued interest, under an
amended and restated secured promissory note, dated February 22, 2001, in the
amount of $500,000, a copy of which was previously filed by the Company as
Exhibit 4.10 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on March 1, 2001, in exchange
for the termination of (a) a convertible debenture, dated December 1, 2000,
issued by the Company to CALP II in the principal amount of $500,000, which is
convertible into the Company's common stock at a price per share equal to 75% of
the average of the five lowest closing bid prices during the twenty trading days
immediately preceding conversion, the form of which was previously filed by the
Company as Exhibit 4.7 to the Company's Quarterly Report on Form 10-QSB filed
with the SEC on December 20, 2000, (b) four warrants issued by the Company to
CALP II to purchase an aggregate amount of 661,740 shares of the Company's
common stock and (c) one warrant issued by the Company to Thomson Kernaghan to
purchase an aggregate amount of 250,000 shares of the Company's common stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
10.16 Termination Agreement, dated April 6, 2001, by and among the Company,
CALP II and Thomson Kernaghan.
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.
JagNotes.com Inc.
Date: April 9, 2001 By: /s/ Gary Valinoti
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Name: Gary Valinoti
Title: President & CEO
INDEX TO EXHIBITS
Exhibit No. Description Page
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10.16 Termination Agreement, dated April 6, 2001, by and among
the Company, CALP II and Thomson Kernaghan. 5