8-K 1 a74284e8-k.htm FORM 8-K DATED JULY 23, 2001 e8-k
Table of Contents

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.)



 
















	
	
	
	
	
	
	
	
	



Item 5. OTHER EVENTS


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


SIGNATURES


EXHIBIT INDEX


EXHIBIT 3.3


EXHIBIT 99.1









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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.







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