SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 12, 2003
Date of report (Date of earliest event reported)
JAG Media Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-28761 88-0380546
- ------------------ ------------------------- --------------------
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
6865 SW 18th Street, Suite B13, Boca Raton, Florida 33433
- --------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(561) 393-0605
(Registrant's telephone number, including area code)
------------------------
(Former Name or Address, if Changed Since Last Report)
Item 1(b). Changes in Control of Registrant.
JAG Media Holdings, Inc. (the "Company") announced on August 12, 2003 that it
entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with
Vertex Interactive, Inc. (OTCBB:VETX), a New Jersey corporation ("Vertex"),
XeQute Solutions PLC, an English company and wholly owned subsidiary of Vertex
("PLC"), and XeQute Solutions, Inc., a Delaware corporation ("XeQute" and
together with Vertex and PLC, the "Sellers").
Under the terms of the Asset Purchase Agreement the Company would establish a
newly formed wholly owned subsidiary which would purchase the assets and assume
certain liabilities of XeQute.
XeQute, based in Paramus, New Jersey, is a provider of supply chain management
technologies and services, including enterprise software systems and
applications, software/hardware maintenance services and consulting services,
which enable its customers to more effectively manage their order, inventory and
warehouse requirements.
Upon closing of the transaction (the "Closing"), in consideration of the
transfer of the assets and liabilities of XeQute as described above, the Company
would issue shares of its Class A common stock, par value $0.00001 per share
(the "Class A Common Stock") to XeQute, which upon issuance would represent
54.0% of the Company's outstanding common stock on a fully diluted basis. Such
shares of Class A Common Stock will be subject to a post-closing lock-up
provision restricting the shares from being registered for sale prior to one
year after the closing of the transaction. In addition, the Company will pay to
the Sellers $3.5 million out of the proceeds of an $8.0 million financing to be
consummated at the Closing upon terms and conditions satisfactory to both the
Company and the Sellers.
The Closing is subject to various conditions, including, among others, the
parties agreeing upon various schedules to the Asset Purchase Agreement, XeQute
providing the Company with complete audited financial statements for the
business of XeQute for the two fiscal years through September 30, 2003, and
XeQute arranging the $8.0 million financing, all of which conditions must be met
by October 31, 2003.
There is no assurance that the conditions to the proposed transaction with
XeQute will be met, or, if met, that the transaction will be consummated.
Shares of the Company to be offered and sold pursuant to the Asset Purchase
Agreement will not be registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent such registration or
an applicable exemption from such registration requirements. This disclosure
shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of the shares of the Company in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under applicable securities laws, or absent the availability of
an exemption from such registration or qualification requirements.
2
At the Closing, the Company's current management team consisting of Gary
Valinoti (Chief Executive Officer), Thomas J. Mazzarisi (Chief Financial
Officer, Executive Vice President and General Counsel) and Stephen J. Schoepfer
(Chief Operating Officer and Executive Vice President), would resign from their
positions as executive officers and directors of the Company but would continue
to be involved as consultants or employees to the Company's JAG Media LLC
operating subsidiary. The transaction with XeQute would also trigger the
change-in-control provisions in the existing employment agreements of the
Company's current management team, resulting in the issuance of new options to
acquire shares of the Company's stock and severance payments to such
individuals.
Upon the Closing, the Company would also take various corporate actions,
including an appropriate name change to better reflect the new overall business
of the Company, the election of new XeQute nominees to the Board of Directors
and a recapitalization pursuant to which the Class A Common Stock and Series 1
Class B common stock, par value $0.00001 per share, of the Company will be
exchanged for a new Series 4 Class B common stock of the Company on a
one-for-one basis. Shares of the new Series 4 Class B common stock shall be
issued and traded in certificated form only, may not be registered in the name
of a nominee such as Cede & Co. or The Depository Trust Company and at all times
the name of the beneficial owner of such shares shall be reflected on the face
of the certificate. The new shares of Series 4 Class B common stock would also
reflect the new name of the Company and would have a new CUSIP number and ticker
symbol.
The Company's Letter of Intent with OIL@WORK Group, Inc. and certain
shareholders of OIL@WORK Group, Inc., as amended, expired in accordance with its
terms on June 30, 2003.
Copies of the press release of the Company dated August 12, 2003, relating to
the proposed transaction with XeQute and the Asset Purchase Agreement are
attached hereto as Exhibits 99.1 and 10.3, respectively, and incorporated by
reference herein.
Item 5. Other Events and Regulation FD Disclosure.
Pursuant to a Subscription Agreement, dated as of June 19, 2003 (the
"Subscription Agreement"), Bay Point Investment Partners LLC ("Bay Point")
purchased (a) 1,282,675 shares of Class A common stock, par value $0.00001 per
share (the "Class A Common Stock"), of JAG Media Holdings, Inc. (the "Company")
and (b) 20,000 shares of Series 3 Class B common stock, par value $0.00001 per
share (the "Series 3 Class B Common Stock"), of the Company, for a total
consideration of $422,000.00. The rights and preferences of the Series 3 Class B
Common Stock are set forth in a Certificate of Designation of the Series 3 Class
B Common Stock (the "Certificate of Designation") which was filed with the
Secretary of State of the State of Nevada on June 24, 2003.
In connection with the Bay Point private placement, the Company entered into a
placement agent agreement (the "Placement Agent Agreement") pursuant to which
the Company issued 128,267 shares of Class A Common Stock as a placement agent
fee.
3
The issuance of such securities was exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
Shares of the Company offered and sold pursuant to the Subscription Agreement
and Placement Agent Agreement have not been registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent
such registration or an applicable exemption from such registration
requirements.
The Company has agreed to register the Class A Common Stock issued pursuant to
the Subscription Agreement and Placement Agent Agreement on a registration
statement to be filed with the Securities and Exchange Commission by the earlier
of (a) ten (10) business days following the closing of the Company's proposed
transaction with XeQute; (b) ten (10) business days following the termination of
the XeQute transaction; or (c) one hundred twenty (120) days after the date of
the agreements.
Copies of the Certificate of Designation, Subscription Agreement and Placement
Agent Agreement are attached hereto as exhibits 3.1, 10.1 and 10.2,
respectively, and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
3.1 Certificate of Designation of the Series 3 Class B Common Stock.
10.1 Subscription Agreement, dated as of June 19, 2003, between the Company
and Bay Point Investment Partners LLC, as amended on August 12, 2003.
10.2 Placement Agent Agreement, dated as of June 19, 2003, between the
Company and RMC 1 Capital Markets, Inc., as amended on August 12, 2003.
10.3 Asset Purchase Agreement, dated August 12, 2003, by and among the
Company, Vertex Interactive, Inc., XeQute Solutions PLC and XeQute
Solutions, Inc.
99.1 Press Release of the Company, dated August 12, 2003.
4
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.
JAG Media Holdings, Inc.
Date: August 12, 2003 By: /s/ Gary Valinoti
-----------------------
Name: Gary Valinoti
Title: Chief Executive Officer
5
INDEX TO EXHIBITS
Exhibit
No. Description Page
- -------- ------------ ----
3.1 Certificate of Designation of the Series 3 Class B
Common Stock. 7
10.1 Subscription Agreement, dated as of June 19, 2003,
between the Company and Bay Point Investment Partners
LLC, as amended on August 12, 2003. 11
10.2 Placement Agent Agreement, dated as of June 19, 2003,
between the Company and RMC 1 Capital Markets, Inc. ,
as amended on August 12, 2003. 19
10.3 Asset Purchase Agreement, dated August 12, 2003, by
and among the Company, Vertex Interactive, Inc.,
XeQute Solutions PLC and XeQute Solutions, Inc. 25
99.1 Press Release of the Company, dated August 12, 2003 88
6