UNITED STATES
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
Date of report (Date of earliest event reported): February 28, 2004
SmartServ Online, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-28008 13-3750708
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
2250 Butler Pike, Suite 150, Plymouth Meeting, Pennsylvania 19462
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (610) 397-0689
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition of Assets
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On February 28, 2004, SmartServ Online, Inc. (the "Company") acquired all
of the stock of nReach, Inc. ("nReach") from the nReach shareholders for a
purchase price consisting of 500,000 shares of the Company's common stock. In
addition, the Company has assumed up to $100,000 of nReach's obligations and the
nReach shareholders may also earn up to 916,667 additional shares of the
Company's common stock in the event the Company reaches certain revenue targets
within the next five fiscal quarters. The purchase price was determined through
negotiations between nReach and the Company taking into account various factors
including, without limitation, historical revenues, nReach's entertainment-based
mobile content products and the marketing and channel arrangements for such
products. The Company obtained the cash portion necessary to cover its
assumption of up to $100,000 of nReach's obligations from the proceeds of its
recently completed equity financing. The Company issued a press release dated
March 2, 2004 announcing the closing of such acquisition.
In addition, under the terms of the acquisition agreement the Company is
obligated to include the initial shares and any such additional shares of common
stock issued to the nReach shareholders in a registration statement filed with
the Securities and Exchange Commission to the extent such shares are not
eligible for resale pursuant to Rule 144.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired
The Company is in the process of obtaining and will file with the
Commission as soon as possible (but in no event later than 70 days from the date
hereof) all financial statements required to be disclosed as a result of the
acquisition of nReach.
(b) ProForma Financial Information
The Company is in the process of preparing and will file with the
Commission as soon as possible (but in no event later than 70 days from the date
hereof) all pro forma financial information required to be disclosed by Article
11 of Regulation S-X as a result of the acquisition of nReach.
(c) Exhibits
The following exhibits are filed herewith:
Exhibit 10.1 Reorganization and Stock Purchase Agreement dated as of
January 29, 2004 by and among nReach, the Company and the
shareholders of nReach set forth on Schedule A thereto.
Exhibit 99.1 Press Release of the Company dated March 2, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SMARTSERV ONLINE, INC.
Dated: March 4, 2004 By: /s/ Robert M. Pons
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Robert M. Pons,
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Press Release of the Company dated March 2, 2004.
Exhibit 10.1 Reorganization and Stock Purchase Agreement
dated as of January 29, 2004 by and among nReach,
the Company and the shareholders of nReach set
forth on Schedule A thereto.