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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 21, 2000
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JAWZ Inc.
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(Exact name of registrant as specified in its charter)
Delaware 24963 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: (403) 508-5055
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 21, 2000, JAWS Technologies, Inc. ("JAWS"), entered into a
Securities Purchase Agreement (the "Agreement") with Calp II Limited Partnership
("CALP") for the purchase and sale of 1,000,000 shares of common stock of JAWS,
a warrant to purchase 300,000 shares of JAWS common stock at an exercise price
of $5.00 per share (the "Closing Warrant") expiring on August 21, 2005, and an
adjustable warrant (the "Adjustable Warrant") to purchase additional shares of
JAWS common stock under certain circumstances and based on the market price of
the share of JAWS common stock on the NASDAQ National Market during certain
specified periods, all for an aggregate purchase price of $5,000,000. The
Agreement also provided CALP with certain registration rights in accordance with
a Registration Rights Agreement (the "Registration Rights Agreement") dated
August 21, 2000 between the parties. Pursuant to the Agreement, on August 21,
2000, JAWS issued 600,000 shares of JAWS common stock, the Closing Warrant and
the Adjustable Warrant to CALP and received $3,000,000 from CALP. On or about
October 2, 2000, JAWS issued an additional 400,000 shares of JAWS common stock
to CALP and received $2,000,000 from CALP.
On January 23, 2000, JAWS, which is now named JAWZ Inc. ("JAWZ") and
CALP entered into the Securities Purchase Agreement Amendment No. 1. (the
"Amendment"), to, amongst other things, amend and restructure the transactions
under the Agreement and certain other transactions between the parties. Pursuant
to the Amendment, (i) the parties mutually negotiated and agreed to a
post-closing adjustment and reduction of the purchase price to $1.25 per share,
which has resulted in the issuance of an additional 3,000,000 shares of Common
Stock, (ii) the Closing Warrant and the Adjustable Warrant were cancelled and
exchanged for (a) new closing warrants to purchase a like number of shares as
under the Closing Warrant (233,000 of which are now exercisable at a purchase
price of $2.00 per share and 67,000 of which are now exercisable at a purchase
price of $3.00 per share) and (b) a new adjustable warrant which provides for a
volume weighted average formula for the determination of the number of warrants
purchasable thereunder and the earlier termination of the adjustable warrant,
(iii) the Registration Rights Agreement was amended to provide for additional
periods to register the additional securities issued under the Amendment, and
(iv) CALP acquired 1,600,000 shares of Common Stock in a private placement in
consideration for the forgiveness of indebtedness owed by JAWZ in the aggregate
amount of $2,000,000.
On March 29, 2001, JAWZ and CALP entered into a letter agreement (the
"Letter Agreement") to further amend the Agreement and the Amendment. The Letter
Agreement amends the Agreement and the Amendment by amending adjustable warrant
AW-3B and by amending the amended registration rights agreement. Adjustable
warrant AW-3B is amended by terminating the existing vesting provisions and
replacing them with monthly vesting from November 1, 2000 to October 31, 2001.
In accordance with the new vesting terms, CALP has given Notice to Purchase
Warrant Shares and JAWZ issued 5,081,835 common shares on March 29, 2001. The
Letter Agreement also amends the registration rights agreement by deleting the
requirement of the March 30, 2001 effective registration deadline for the common
shares issued pursuant to the amended warrant and by eliminating any penalties
for late registration. The Letter Agreement provides for a new date of June 30,
2001 for effective registration of shares due under the Agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) None.
(b) None.
(c) Exhibits
2.1 Securities Purchase Agreement, dated August 21, 2000, by and
between JAWS Technologies, Inc., a Delaware corporation, and
CALP II Limited Partnership.*
2.2 Registration Rights Agreement, dated August 21, 2000, by and
between JAWS Technologies, Inc., a Delaware corporation, and
CALP II Limited Partnership.*
2.3 Warrant No. CW3, a warrant for 300,000 share of common stock,
issued by JAWS Technologies Inc., a Delaware corporation on
August 21, 2000, to CALP II Limited Partnership.*
2.4 Warrant No. AW3, an adjustable warrant issued by JAWS
Technologies Inc. to CALP II Limited Partnership on August 21,
2000, for shares of common stock to be calculated in accordance
with the terms of the adjustable warrant and as determined by
market prices of JAWS Technologies Inc., shares of common stock
on the NASDAQ National Market.*
2.5 Securities Purchase Agreement Amendment No. 1, dated January 23,
2001 to be effective as of November 1, 2000, by and between JAWZ
Inc., a Delaware corporation (formerly JAWS Technologies, Inc.)
and CALP II Limited Partnership.*
2.6 Registration Rights Amendment No. 1., dated January 23, 2001 to
be effective as of November 1, 2000, by and between JAWZ Inc., a
Delaware corporation (formerly JAWS Technologies, Inc.) and CALP
II Limited Partnership.*
2.7 Warrant No. CW-3B1, a warrant for 233,000 shares of common
stock, issued by JAWS Technologies Inc., a Delaware corporation
on November 1, 2000, to CALP II Limited Partnership.*
2.8 Warrant No. CW-3B2, a warrant for 67,000 shares of common stock,
issued by JAWS Technologies Inc., a Delaware corporation on
November 1, 2000, to CALP II Limited Partnership.*
2.9 Warrant No. AW3-B, an adjustable warrant issued by JAWS
Technologies Inc. to CALP II Limited Partnership on November 1,
2000, for shares of common stock to be calculated in accordance
with the terms of the adjustable warrant and as determined by
market prices of JAWS Technologies Inc., shares of common stock
on the NASDAQ National Market.*
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2.10 Letter Agreement dated March 29, 2001, by and between JAWZ Inc.,
a Delaware corporation, and CALP II Limited Partnership.**
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* Previously filed with the registrant's Current Report on Form
8-K, filed with the Commission on January 26, 2001.
** Filed herewith.
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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: April 12, 2001 JAWZ, INC.
By: /s/ Robert J. Kubbernus
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Name: Robert J. Kubbernus
Title: Chief Executive Officer
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EXHIBIT INDEX
2.1 Securities Purchase Agreement, dated August 21, 2000, by and
between JAWS Technologies, Inc., a Delaware corporation, and
CALP II Limited Partnership.*
2.2 Registration Rights Agreement, dated August 21, 2000, by and
between JAWS Technologies, Inc., a Delaware corporation, and
CALP II Limited Partnership.*
2.3 Warrant No. CW3, a warrant for 300,000 share of common stock,
issued by JAWS Technologies Inc., a Delaware corporation on
August 21, 2000, to CALP II Limited Partnership.*
2.4 Warrant No. AW3, an adjustable warrant issued by JAWS
Technologies Inc. to CALP II Limited Partnership on August 21,
2000, for shares of common stock to be calculated in accordance
with the terms of the adjustable warrant and as determined by
market prices of JAWS Technologies Inc., shares of common stock
on the NASDAQ National Market.*
2.5 Securities Purchase Agreement Amendment No. 1, dated January 23,
2001 to be effective as of November 1, 2000, by and between JAWZ
Inc., a Delaware corporation (formerly JAWS Technologies, Inc.)
and CALP II Limited Partnership.*
2.6 Registration Rights Amendment No. 1., dated January 23, 2001 to
be effective as of November 1, 2000, by and between JAWZ Inc., a
Delaware corporation (formerly JAWS Technologies, Inc.) and CALP
II Limited Partnership.*
2.7 Warrant No. CW-3B1, a warrant for 233,000 shares of common
stock, issued by JAWS Technologies Inc., a Delaware corporation
on November 1, 2000, to CALP II Limited Partnership.*
2.8 Warrant No. CW-3B2, a warrant for 67,000 shares of common stock,
issued by JAWS Technologies Inc., a Delaware corporation on
November 1, 2000, to CALP II Limited Partnership.*
2.9 Warrant No. AW3-B, an adjustable warrant issued by JAWS
Technologies Inc. to CALP II Limited Partnership on November 1,
2000, for shares of common stock to be calculated in accordance
with the terms of the adjustable warrant and as determined by
market prices of JAWS Technologies Inc., shares of common stock
on the NASDAQ National Market.*
2.10 Letter Agreement dated March 29, 2001, by and between JAWZ Inc.,
a Delaware corporation, and CALP II Limited Partnership.**
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* Previously filed with the registrant's Current Report on Form
8-K, filed with the Commission on January 26, 2001.
** Filed herewith.