8-K

UNITED STATES
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) July 23, 2001

TICKETS.COM, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	000-27893	06-1424841
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

555 Anton Boulevard, 11th Floor, Costa Mesa, California	92626
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 327-5400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

TABLE OF CONTENTS

	Item 5. OTHER EVENTS
	Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 3.3
EXHIBIT 99.1

Item 5.   OTHER EVENTS

     The stockholders of Tickets.com, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split which resulted in each eight outstanding shares of the Company’s Common Stock being automatically reclassified and changed into one share of the Company’s Common Stock (the “Reverse Split”). No fractional shares will be issued in connection with the Reverse Split, and the Company will issue cash in lieu of any fractional shares.

     The amendment to the Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State, and the Reverse Split was effective as of 12:01 a.m. on July 23, 2001. As such, the Company’s Common Stock began trading on the NASDAQ National Market on a post-reverse stock split basis on July 23, 2001.

     A form of the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation which effected the Reverse Split is included as Exhibit 3.3 hereto and is incorporated herein in its entirety. The press release issued by the Company on July 19, 2001 with respect to the Reverse Split is filed herewith as Exhibit 99.1 and is also incorporated herein in its entirety.

Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

   (c)    Exhibits

Exhibit
Number	Description
3.3	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated July 19, 2001.
99.1	Press Release issued by the Company on July 19, 2001.

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.

Date: July 23, 2001	TICKETS.COM, INC.
	By:	/s/ Eric P. Bauer
	Name:	Eric P. Bauer
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number	Description
3.3	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated July 19, 2001.
99.1	Press Release issued by the Company on July 19, 2001.

3 EX-3.3 2 a74284ex3-3.htm EXHIBIT 3.3

Exhibit 3.3

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TICKETS.COM, INC.

          Tickets.com, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that:

          FIRST: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 25, 1995, under the name “The Entertainment Express, Inc.” On May 31, 1996, the Corporation filed a Restated Certificate of Incorporation. On January 2, 1997, the Corporation filed a Certificate of Amendment changing the name of the Corporation to “Advantix, Inc.” On March 25, 1997, the Corporation filed a Restated Certificate of Incorporation and on September 25, 1997, the Corporation filed an Amended and Restated Certificate of Incorporation (the “First Prior Certificate”). On May 22, 1998, the Corporation filed an Amended and Restated Certificate of Incorporation, which amended and restated the First Prior Certificate (the “Second Prior Certificate”). On March 19, 1999, the Corporation filed an Amended and Restated Certificate of Incorporation, which amended and restated the Second Prior Certificate (the “Third Prior Certificate”). On May 14, 1999, the Corporation filed an Amended and Restated Certificate of Incorporation, which amended and restated the Third Prior Certificate (the “Fourth Prior Certificate”). On May 25, 1999, the Corporation filed a Certificate of Amendment changing the name of the Corporation to “Tickets.com, Inc.” On August 4, 1999, the Corporation filed an Amended and Restated Certificate of Incorporation, which amended and restated Fourth Prior Certificate (the “Fifth Prior Certificate”). On November 3, 1999, the Corporation filed a Certificate of Amendment (the “Certificate of Amendment”). On November 5, 1999, the Corporation filed a Certificate of Correction to the Certificate of Amendment. On November 9, 1999, the Corporation filed an Amended and Restated Certificate of Incorporation, which amended and restated the Fifth Prior Certificate. On June 12, 2001, the Corporation filed a Certificate of the Powers, Designations, Preferences and Rights of the Series F Senior Cumulative Redeemable Preferred Stock.

          SECOND: The Amended and Restated Certificate of Incorporation of Tickets.com, Inc. is hereby amended by adding the following paragraph immediately after the present first paragraph of ARTICLE IV:

“Effective 12:01 a.m. on July 23, 2001 (the “Effective Time”), each eight (8) shares of Common Stock, $0.000225 par value per share, of the Corporation then issued and outstanding or held in the treasury of the Corporation automatically shall be combined into one (1) share of Common Stock of the Corporation. There shall be no fractional shares issued. Each holder of shares of Common Stock who otherwise would be

entitled to receive a fractional share shall be entitled to receive a cash payment in lieu thereof at a price equal to the fraction to which such holder would otherwise be entitled to receive multiplied by the closing price of Common Stock on the last trading day prior to the Effective Time as reported in The Wall Street Journal or, if such price is not available, the average of the last bid and asked prices of the Common Stock on such day, or such other price as may be determined by the Board of Directors of the Corporation.”

          THIRD: The amendment described above has been duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be executed by its Chief Executive Officer and attested by its Secretary this 18th day of July, 2001.

TICKETS.COM, INC.
By:
	W. Thomas Gimple
	Chief Executive Officer

ATTEST:

Paul A. Rowe, Secretary

2 EX-99.1 3 a74284ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

(TICKETS.COM LETTERHEAD)

For Immediate Release

TICKETS.COM STOCKHOLDERS APPROVE REVERSE STOCK SPLIT

COSTA MESA, Calif. — July 19, 2001 — Tickets.com, Inc. (Nasdaq: TIXX), a leading ticketing solutions provider for live events, today announced it has received stockholder approval to complete a one-for-eight reverse stock split. In light of investors’ recent $17 million financing commitment in exchange for the company’s issuance of convertible preferred stock, the reverse split will reduce the number of fully diluted common shares outstanding to an appropriate level for an entity the size of Tickets.com.

The reverse split will be completed prior to the opening of trading on July 23, 2001. As a result, every eight outstanding shares of Tickets.com Inc. common stock will be automatically converted into one share of Tickets.com Inc. common stock. The stock will trade under the symbol “TIXXD” for approximately 21 days following the transaction.

The company anticipates that following the reverse split Tickets.com common stock will trade at a price that is higher than the $1.00 per share minimum bid price, thereby satisfying the Nasdaq National Market’s continued listing requirements.

“We are committed to moving the company toward consistent growth and profitability, maintaining our Nasdaq NMS listing and creating value for our stockholders,” commented W. Thomas Gimple, co-chairman and chief executive officer of Tickets.com. “We believe the continued confidence expressed by our investors through favorable equity financing together with this reverse split will minimize dilution in the market and is in the best interest of our stockholders.”

Fractional shares of stock will not be issued as a result of the reverse split. Stockholders who would otherwise receive a fractional share of common stock will be entitled to receive an equivalent amount of cash in lieu of fractional shares, based on the closing price of the common stock on July 20, 2001.

Mellon Investor Services is the company’s transfer agent and will act as the exchange agent for the purpose of implementing the exchange of stock certificates in relation to the reverse split.

There can be no assurance that after the consummation of the reverse split the common stock will trade at eight times the market price prior to the reverse split or above the $1.00 per share minimum bid price.

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ABOUT TICKETS.COM

Tickets.com is a leading business-to-business ticketing solutions provider for live events. The company facilitates the sale of tickets by enabling venues and entertainment organizations with proprietary and cutting edge software, retail outlets, call centers and interactive voice response (IVR) systems. Tickets.com builds private label Ticketing GatewaysSM to enable live entertainment organizations with e-commerce distribution platforms. The company also sells tickets directly to consumers at www.tickets.com, providing tickets and information on virtually all events and entertainment organizations, as well as offering related products and services. Tickets.com’s automated ticketing solutions are used by thousands of entertainment organizations such as leading performing arts centers, professional sports organizations and various stadiums and arenas in the U.S., Canada, Europe, Australia and Latin America. Tickets.com is the official ticket supplier to the 2002 Olympic Winter Games as well as the official online ticketing solutions provider for MLB Advanced Media, LP. Tickets.com, Inc. is headquartered in Costa Mesa, California. The company was established in 1996 and made an initial public offering in 1999.

FORWARD-LOOKING STATEMENTS

The statements contained in this press release that are not historical facts are forward-looking statements under the federal securities laws. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed in, or implied by, such forward-looking statements. Tickets.com, Inc. undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Tickets.com, Inc.’s growth potential, ability to maintain minimum bid price and future profitability are among those forward-looking statements.

# # #

For More Information Contact:

Erika Barnes
Tickets.com
(714) 327-5612
ebarnes@tickets.com

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EX-3.3

ex3-3

EX-99.1

ex99-1