8-K 1 j3848_8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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): April 10, 2002

 

ZAMBA CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

41-1636021

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

0-22718

(Commission File No.)

 

3033 Excelsior Blvd, Suite 200, Minneapolis, Minnesota 55416

(Address of Principal Executive Offices, including Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (952) 832-9800

 

 

ITEM 5.  OTHER EVENTS.

 

Between April 10 and April 30, 2002, we entered into Stock Purchase Agreements with eight private investors, in which the investors purchased an aggregate of 363,329 shares of our Series A Preferred Stock in NextNet Wireless, Inc. (“NextNet”).  We received an aggregate consideration of approximately $1.68 million for the shares that we sold. Of this amount, we have received approximately $880,000, and we will receive approximately $400,000 on August 1, 2002, and approximately $400,000 on September 1, 2002.  All of the shares were sold at a per share price of $6.00.  The form of the Stock Purchase Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

All NextNet shares sold to the eight private investors pursuant to these Stock Purchase Agreements are subject to the right of first refusal on the parts of NextNet and the holders of the Series B Preferred Stock of NextNet.  As of the closing of these sales, Zamba owns approximately 25% of the outstanding capital equity in NextNet.

 

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

 

(a) Financial Statements

 

                None.

 

(b) Pro forma Financial Statements

 

                None.

 

(c) Exhibits

 

Exhibit No.

 

Document

99.1

 

Form of Stock Purchase Agreement

 

 

2

 

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.

 

 

 

 

ZAMBA CORPORATION

 

 

 

 

 

 

By:

/s/ Ian L. Nemerov

 

 

 

Ian L. Nemerov

 

 

 

Secretary and General Counsel

 

Dated: May 8, 2002

 

 

3

 

EXHIBIT INDEX

 

Exhibit No.

 

Document

99.1

 

Form of Stock Purchase Agreement

 

 

 

4