-----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, QjtQcixWDuakQoQWZZzybWqX0hmrtg+nVYFq10vxIgo15MFW3pEeEzQ36vjNbxp3 yH2ACbjr3lzKMU3SKoFWhA== 0000950131-02-000196.txt : 20020413 0000950131-02-000196.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950131-02-000196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020117 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020122 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: 02514191 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): January 17, 2002 ---------------- 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 January 22, 2002, Webb Interactive Services, Inc. ("Webb") issued a press release describing a commitment for funding in the amount of at least $5 million and the restructuring of outstanding convertible debt and preferred stock. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. None. (c) Exhibits: 99.1 Press Release issued January 22, 2002--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: January 22, 2002 WEBB INTERACTIVE SERVICES, INC. By /s/ Lindley S. Branson -------------------------- Lindley S. Branson Its: Vice-President/General Counsel -2- EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Media Contact: Brett Moses Webb Interactive Services, Inc. 303-308-3251 bmoses@jabber.com ----------------- Webb Announces $5,000,000 Financing Existing Investor Agrees to Restructure of Convertible Debt and Preferred Denver, CO-January 22, 2002-Webb Interactive Services, Inc. (Nasdaq: WEBB) today announced that it has signed an agreement with JONA. Inc. that, subject to shareholder approval, calls for JONA, Inc. to purchase 5,000,000 units of the Company's securities for $5,000,000. Each unit consists of one share of common stock and one warrant to purchase for $1.00 an additional share of common stock. JONA, Inc. also has an option, which expires on August 31, 2002 if not previously exercised to purchase an additional 2,500,000 units on the same terms. At the time of the signing, JONA, Inc. purchased 1,100,000 units of the Company's common stock and warrants and loaned the Company an additional $900,000. The purchase of the remaining 3,900,000 units and the completion of the offering for up to an additional 2,500,000 units is subject to shareholder approval. Webb has scheduled a Special Shareholder Meeting to approve the offering and this transaction for February 28, 2002 at 9:00am in the Company's Denver office. Webb has committed to invest up to $3,000,000 of the proceeds of this financing in its Jabber, Inc. subsidiary whose current investors also include a unit of France Telecom (NYSE:FTE). Bill Cullen, President and CEO of Webb, noted, " We are delighted to welcome JONA as a major new investor in Webb and look forward to working closely with the JONA principals in accelerating Jabber's growth and development. The additional investment Webb has committed to Jabber will go a long way toward meeting all their funding needs for this year." Concurrently and in connection with this transaction, Webb announced that, in lieu of resetting conversion prices for outstanding securities in accordance with their terms, it has agreed with an investor to exchange 2,500 shares of the Company's senior convertible preferred stock and $1,100,000 principal amount of its 10% convertible note payable for 4,300 shares of the Company's junior convertible preferred stock plus warrants to purchase 750,000 shares of the Company's common stock for $1.00 per share and a reduction in the exercise price to $1.00 for warrants for 650,116 shares owned by the investor. The 4,300 shares of junior convertible preferred stock will be convertible into 4,300,000 shares of the Company's common stock. If the senior preferred stock and note had not been amended, in accordance with their terms, they would have been convertible into 3,600,000 shares of the Company's common stock plus the investor would have been entitled to additional warrants for 2,500,000 shares at $1.00 per share. The Company will use $720,000 of the proceeds received from the second closing with JONA, Inc. to make a repayment of principal on the 10% convertible note, at which time, the investor will exchange the remaining principal balance of the note. Added Cullen, " We are excited about what these two financial transactions do for the strength and stability of Webb's capital structure going forward. Coupling this financing with Jabber's recent success in adding new customer relationships such as those with Bell South, Disney, Orange and Wanadoo, and Jabber's increasingly widespread acceptance and revenue opportunities is a great way to start the year." About Webb Interactive Services, Inc. Please visit our website at www.webb.net. ------------ About Jabber, Inc. Jabber is the developer of the world's most widely used open platform for extensible Instant Messaging and presence management applications. An independently operated subsidiary of Webb Interactive Services, Inc. (Nasdaq: WEBB) with investment from France Telecom Technologies Investissements, Jabber, Inc. is a commercial software company that has its roots in the Jabber Open Source project. With over 60,000 servers deployed, Jabber has been adopted in the telecommunications, enterprise and software development markets. See www.jabber.com. About JONA, Inc. JONA, Inc. is a private Wyoming-based corporation specializing in technology investments. -----END PRIVACY-ENHANCED MESSAGE-----