UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) December 23, 2002
ADSTAR, INC.
(Exact name of Registrant as specified in its charter)
Delaware 001-15363 22-3666899
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
4553 Glencoe Avenue, Suite 325
Marina del Rey, California 90292
(Address Of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (310) 577-8255
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(Former name or former address, if changed since last report)
Item 5: Other Events
On December 23, 2002, AdStar, Inc. ("AdStar") closed the $900,000 first
phase of an additional $1.5 million investment by Tribune Company. The material
terms and conditions of the financing are set forth in the agreements attached
hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5. AdStar's Series B-1
Preferred Stock is subject to the terms and conditions of the form of
Certificate of Designations, Rights and Preferences attached hereto as Exhibit
3.1. The press release announcing the closing of the first phase is filed
herewith as Exhibit 99.1 and incorporated herein by reference.
On December 27, 2002, AdStar's common stockholders approved the second
phase of the above investment transaction. The press release announcing the
approval of the second phase is filed herewith as Exhibit 99.2 and incorporated
herein by reference.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit
Number Description
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3.1 Series B-1 Preferred Stock Certificate of Designation filed with
the Secretary of State of Delaware on December 20, 2002,
effective December 23, 2002.
10.1 Series B Preferred Stock Purchase Agreement, dated December 23,
2002, by and between AdStar, Inc. and Tribune Company.
10.2 Second Software Development and Deployment Agreement, dated
December 23, 2002, by and between AdStar, Inc. and Tribune
Company.
10.3 Amended and Restated Registration Rights Agreement, dated
December 23, 2002, by and between AdStar, Inc. and Tribune
Company.
10.4 Amended and Restated Governance Agreement, dated December 23,
2002, by and among AdStar, Inc., Leslie Bernhard, Eli Rousso and
Tribune Company.
10.5 Stockholder Support Agreement, dated December 23, 2002, by and
among AdStar, Inc., Leslie Bernhard, Eli Rousso and Tribune
Company.
99.1 Press Release issued December 24, 2002.
99.2 Press Release issued December 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.
AdStar, Inc.
Dated: December 31, 2002 By: /s/ Anthony J. Fidaleo
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Anthony J. Fidaleo,
Chief Financial Officer
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