-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AjNn875BFSRR2GCw7PUZNKMY1d6apXcGicq5SA04RxIHzgOBok+lA06+JS75CIrJ 3BMdtPhVfmVYFLPkXggxcw== 0000950131-01-504622.txt : 20020413 0000950131-01-504622.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950131-01-504622 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011217 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB INTERACTIVE SERVICES INC CENTRAL INDEX KEY: 0001011901 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 841293864 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28462 FILM NUMBER: 1820723 BUSINESS ADDRESS: STREET 1: 1899 WYNKOOP SUITE 600 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032969200 MAIL ADDRESS: STREET 1: 1899 WYNKOOP SUITE 600 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: ONLINE SYSTEM SERVICES INC DATE OF NAME CHANGE: 19960410 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 17, 2001 ----------------- WEBB INTERACTIVE SERVICES, INC. ------------------------------- (Exact name of registrant as specified in its charter) Colorado ---------------------------------------------- (State or other jurisdiction of incorporation) 0-28462 84-1293864 ------- ---------- (Commission File Number) (IRS Employer Identification No.) 1899 Wynkoop, Suite 600, Denver, CO 80202 - ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 296-9200 -------------- N/A ----------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. OTHER EVENTS. On December 17, 2001, Webb Interactive Services, Inc. ("Webb") exchanged 350,205 shares of its common stock with Castle Creek Technology Partners, LLC ("CC") for 200.205 shares of Webb's Series B-2 Preferred Stock. As additional consideration for such exchange, CC converted its remaining 250 shares of the Series B-2 Preferred Stock into 100,000 shares of Webb's common stock in accordance with the terms of such Preferred Stock and agreed to defer payment of approximately $110,000 of interest and penalty payments due to January 31, 2002. As a result of the exchange and conversion, all of Webb's Series B-2 Preferred Stock has either been converted or redeemed and retired. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. None. (c) Exhibits: 10.1 Letter Agreement dated December 14, 2001 between Webb and Castle Creek Technology Partners, LLC--filed herewith. 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. Dated: December 20, 2001 WEBB INTERACTIVE SERVICES, INC. By /s/ Lindley S. Branson -------------------------- Lindley S. Branson Its: Vice-President/General Counsel -2- EX-10.1 3 dex101.txt LETTER AGREEMENT DATED 12/14/01 Exhibit 10.1 [LETTER HEAD OF WEBB INTERACTIVE SERVICES, INC.] December 14, 2001 Castle Creek Technology Partners, LLC 111 West Jackson Blvd., Suite 2020 Chicago, Illinois 60604 Attn: Thomas A. Frei, Managing Director Re: Conversion and Exchange of shares of Series B-2 Convertible Preferred Stock of Webb Interactive Services, Inc. (the "Series B-2 Preferred Stock") currently held by Castle Creek Technology Partners, LLC ("CC") Gentlemen: Upon acceptance of this letter agreement CC will deliver to Webb Interactive Services, Inc. (the "Company") 200.205 shares of the Series B-2 Preferred Stock held by CC against delivery of 350,205 shares of the Company's common stock, no par value ("Common Stock") in exchange for such shares of Series B-2 Preferred Stock and the Company agrees to deliver such 350,205 shares of Common Stock against such delivery by CC. CC agrees to convert 250 shares of the Series B-2 Preferred Stock into 100,000 shares of the Common Stock in accordance with the terms of the Series B- 2 Preferred Stock and to deliver its conversion notice to effect such conversion with its acknowledgment and agreement to this letter agreement. The Company hereby represents and warrants that all of the shares of Common Stock to be issued upon exchange and conversion of the Series B-2 Preferred Stock will be, upon such conversion or exchange, duly and validly issued, fully paid and non-assessable and free from all taxes, liens, claims and encumbrances (other than liens, claims and encumbrances placed thereon by Castle Creek or by persons claiming by, through or under Castle Creek) and will not be subject to preemptive rights or other similar rights of stockholders of the Company. The Company further represents and warrants that no further corporate authorization or approval is required with respect to the issuance of the shares of Common Stock issuable upon conversion and exchange of the Series B-2 Preferred Stock. CC hereby agrees that notwithstanding the fact that the issuance to CC of shares of Common Stock in exchange for Series B-2 Preferred Stock requires adjustments to the conversion prices and exercise prices of the Company's 10% Convertible Promissory Notes, its Series B-2 Preferred Stock, its Series C-1 Convertible Preferred Stock and all warrants issued by the Company and held by CC (collectively, the "Outstanding Securities"), that the conversion prices and exercise prices of the Outstanding Securities will not be adjusted to account for such issuance in exchange for shares of Series B-2 Preferred Stock. CC hereby agrees that it will not transfer any of the Outstanding Securities to any party unless that party agrees that the conversion prices and exercise prices of the Outstanding Securities transferred to that party have not been and will not be adjusted to account for such issuance in exchange for shares of Series B-2 Preferred Stock. The Company has not made the payment to Castle Creek for late registration penalties that came due at the end of last week. CC has provided notice of the material breach by the Company of its obligations to CC under the registration rights agreement entered into in connection with the Series C-1 shares resulting from such breach in a letter dated December 11, 2001. The Company agrees to pay on or prior to January 31, 2002 (a) all late registration penalties due under the registration rights agreement and (b) the interest payment due at December 31, 2001 on the Company's 10% Convertible Promissory Notes. CC agrees that, upon receipt of the 450,205 shares of Common Stock to be issued upon the conversion and exchange of 450.205 shares of Series B-2 Preferred Stock by CC in accordance with this letter agreement on or before Monday, December 17, 2001, the notice of breach contained in its letter dated December 11, 2001 to the Company shall be deemed rescinded and of no further force or effect, without prejudice to its right to provide such notice in the event the Company fails to pay the late registration penalties on or prior to January 31, 2002. CC agrees that, so long as no other breach, default or event of default shall occur under the Outstanding Securities (other than failure to timely pay the interest payment due on the Company's 10% Promissory Notes on December 31, 2001), until January 31, 2002, CC shall refrain from exercising its right to exercise remedies available to it as a result of failure by the Company to make the interest payment due on the 10% Convertible Promissory Notes on December 31, 2001. Notwithstanding the preceding rescission of notice and grant of forbearance, however, the Company understands, acknowledges and agrees that (a) CC has not waived, and is not by this agreement waiving, any other default under the registration rights agreement or any of the Outstanding Securities; (b) neither CC's rescission of notice nor CC's forbearance pursuant to this agreement shall be construed to be, or result in, a waiver, suspension or modification of any of CC's rights or remedies under the registration rights agreement or any of the Outstanding Securities, except as expressly provided in the immediately preceding paragraph; and (c) the period of forbearance from exercising rights available as a result of failure to make the interest payment due December 31, 2001 will expire automatically and without notice immediately upon the occurrence, at any time on or prior to January 31, 2002, of any breach, default or event of default on the part of the Company under this agreement or any further or other breach, default or event of default on the part of the Company under any of the Outstanding Securities. This letter agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Sincerely, WEBB INTERACTIVE SERVICES, INC. By: /s/ William R. Cullen --------------------- Name: William R. Cullen Its: Chief Executive Officer Acknowledged and Agreed this 14th day of December, 2001. CASTLE CREEK TECHNOLOGY PARTNERS LLC By: Castle Creek Partners, LLC Its: Investment Manager By: /s/ Thomas A. Frei ------------------ Name: Thomas A. Frei Its: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----