-----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, BvrG61FPxZLxjhAFIrgLhaywagHfuOJ3gma9yyc5Ex6Pdt0oPQZmv313u27NEux8 gvhgoSXQzeA/stRTBedt4w== /in/edgar/work/0000950147-00-001522/0000950147-00-001522.txt : 20001004 0000950147-00-001522.hdr.sgml : 20001004 ACCESSION NUMBER: 0000950147-00-001522 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000919 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EBIZ ENTERPRISES INC CENTRAL INDEX KEY: 0001094944 STANDARD INDUSTRIAL CLASSIFICATION: [7389 ] IRS NUMBER: 841075269 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27721 FILM NUMBER: 734156 BUSINESS ADDRESS: STREET 1: 15695 NORTH 83RD WAY CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 4807781000 MAIL ADDRESS: STREET 1: 15695 NORTH 83RD WAY CITY: SCOTTSDALE STATE: AZ ZIP: 85260 8-K 1 0001.txt CURRENT REPORT DATED 9/19/00 U.S. 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 (Earliest event reported): September 19, 2000 EBIZ ENTERPRISES, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-27721 84-1075269 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 15695 North 83rd Way Scottsdale, Arizona 85260 (Address of Principal/Executive Offices) (480) 778-1000 (Registrant's Telephone Number Including Area Code) ITEM 2. ACQUISITION OF ASSETS On September 19, 2000, Ebiz Enterprises, Inc. ("EBIZ") acquired from Caldera Systems, Inc. ("CALDERA") all of the intellectual property and certain other specified assets related to Caldera's proprietary marketing and distribution concept known as the Electronic Linux Marketplace ("ELM"). Ebiz intends to operate these assets as a separate wholly owned corporation to be known as partnerAxis, inc. partnerAxis will serve as a business-to-business Web-based provider of knowledge exchange, Linux product sales, advertising, membership and channel development. The ELM concept is intended to be a unique virtual community specifically designed to attract users, manufacturers and electronic solution providers, and to provide information and support to develop and market Linux solutions (and other innovations). Dean Taylor, a former Vice President of Caldera, along with other Caldera employees, will join Ebiz as a part of the transaction and serve as Executive Vice President of partnerAxis. Mr. Taylor will be heading partnerAxis operations. Ebiz issued 1,000,000 shares of its common stock to Caldera as consideration for the ELM assets. Up to 4,000,000 additional shares of Ebiz's common stock may be issued to Caldera based on the earnings performance of partnerAxis during the period from December 15, 2000 to December 15, 2001. The precise number of additional shares to be issued will be determined by a formula based on the actual partnerAxis earnings and the market price for Ebiz's common stock. The ELM assets consist principally of ideas, concepts, software systems and other intellectual property related to the ELM. Certain specified computer and office equipment were also acquired by Ebiz. ITEM 5. OTHER EVENTS Simultaneously with the acquisition of the ELM assets described above, Ebiz issued 3,000,000 shares of its common stock to Caldera in exchange for Caldera's investment of $3,000,000 cash. The proceeds from this investment are segregated and will be used exclusively to fund and develop partnerAxis and the ELM. Also in connection with this transaction, Ransom Love, Caldera's President and Chief Executive Officer, is to be appointed to Ebiz's board of directors. 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: October 2, 2000. EBIZ ENTERPRISES, INC. By: /s/ Jeffrey I. Rassas ------------------------------------ Jeffrey I. Rassas Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----