SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): October 11, 2001
800America.com, Inc.
(Exact name of issuer as specified in its charter)
Nevada 000-28547 87-0567884
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
1929 S. 21st Avenue
Nashville, TN 37212
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(Address Of Principal Executive Offices and Zip Code)
(800) 999-5048
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(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 11, 2001, 800America.com, Inc. (the "Company") through its
wholly-owned subsidiary, 800America.com Acquisition Corp., a Delaware
corporation, acquired all of the then outstanding capital stock of iGain, Inc.
("iGain"), a Delaware corporation, in a stock-for-stock, merger (such
transaction being referred to as the "Merger") pursuant to a certain Merger
Agreement and Plan of Reorganization dated as of October 11, 2001. iGain,
headquartered in Fairfield, Connecticut, is a provider of private label customer
loyalty programs for business. Each iGain preferred share was converted into
.44444444 shares of the Company's Common Stock and each iGain common share was
converted into .01011941 shares of the Company's Common Stock.
In connection with the closing of the Merger, the Company issued a total of
1,050,000 shares of its common stock, which had a value of approximately
$2,226,000 based on the closing price of the Company's common stock on October
11, 2001. The consideration paid by the Company was determined by the parties
through a privately negotiated arms' length transaction. Holders of 1,000,000
shares of common stock received in the transaction have the right to put the
shares back to the Company for repurchase.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. (to be filed by amendment)
(b) Pro Forma Financial Information. (to be filed by amendment)
(c) Exhibits.
Exhibit Number Description
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2 Form of Merger Agreement and Plan of Reorganization by and
among 800America.com, Inc., iGain, Inc. and 800America.com,
Inc. Acquisition Corp. dated as of October 11, 2001.
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, thereunto duly authorized, in the City of Nashville, State of
Tennessee, on the 25th day of October, 2001.
800America.com, Inc.
By: /s/ David E. Rabi
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David E. Rabi,
Chief Executive Officer
2
EXHIBIT INDEX
Exhibit Number Description
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2 Form of Merger Agreement and Plan of Reorganization by and
among 800America.com, Inc., iGain, Inc. and 800America.com,
Inc. Acquisition Corp. dated as of October 11, 2001.