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): February 20, 2003
(February 18, 2002)
Alternate Marketing Networks, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-26624 38-2841197
(State of other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification
Number)
One Ionia SW, Suite 520, Grand Rapids, Michigan 49503
(Address of principal executive offices) (Zip Code)
(616) 235-0698
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
As used in this report, unless the context requires otherwise, the terms
"we," "us," "our," "Company," and "ALTM" refer to the consolidated operations
of Alternate Marketing Networks, Inc. and its direct and indirect wholly and
majority owned subsidiaries, including National Home Delivery, Inc., an
Illinois corporation and a wholly owned subsidiary of ALTM, Alternate Postal
Direct, Inc., a Michigan corporation and a wholly owned subsidiary of ALTM,
Hencie, Inc., a Delaware corporation and a majority owned subsidiary of ALTM
("Hencie"), and Hencie Consulting Services, Inc., a Texas corporation and a
wholly owned subsidiary of Hencie ("Hencie Consulting").
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description of Exhibit
No.
99.1 Contribution Agreement, effective as of January 1, 2003, by and
between Alternate Marketing Networks, Inc., a Delaware
corporation, and K2 VC LTD., a Texas limited partnership
99.2 Mutual Release Agreement, dated February 18, 2003, by and among
Alternate Marketing Networks, Inc., a Delaware corporation, K2 VC
LTD., a Texas limited partnership, and Adil Khan
99.3 Non-Qualified Stock Option Agreement, dated February 18, 2003, by
and between Alternate Marketing Networks, Inc., a Delaware
corporation, and Adil Khan
99.4 Release Agreement, dated February 18, 2003, by and among Alternate
Marketing Networks, Inc., a Delaware corporation, Hencie, Inc., a
Delaware corporation, and Hencie Consulting Services, Inc., a
Texas corporation, K2 VC LTD., a Texas limited partnership, Adil
Khan, Drawbridge Investment Partners, LLC, a Delaware limited
liability company, and certain directors and stockholders of
Alternate Marketing Networks, Inc., a Delaware corporation
Item 9. Regulation FD Disclosure.
Effective as of January 1, 2003, K2 VC LTD., a Texas limited partnership
("K2VC") and an affiliate of Adil Khan, the Chief Executive Officer of the
Company ("Khan"), contributed 1,474,039 shares, par value $0.01 per share, of
common stock of the Company ("Common Stock") to the Company pursuant to that
certain Contribution Agreement, effective as of January 1, 2003, by and
between the Company and K2VC (the "Contribution Agreement"). Khan is an
indirect beneficial owner of such shares and exercises indirect voting power
over such shares as the Co-Managing Member of K2 VC Management, LLC, a Texas
limited liability company and the sole general partner of K2VC. A copy of the
Contribution Agreement is attached hereto as Exhibit 99.1.
On February 18, 2003, the Company granted to Khan a non-qualified stock
option to purchase up to 1,700,000 shares of Common Stock at an exercise price
of $0.50 per share with vesting of 25% per year over the next four years
pursuant to and in accordance with that certain Non-Qualified Stock Option
Agreement, dated February 18, 2003, by and between the Company and Khan (the
"Stock Option Agreement"). A copy of the Stock Option Agreement is attached
hereto as Exhibit 99.3.
On February 18, 2003, the Company also released K2VC and Khan from
certain obligations, including certain indemnification obligations owed by
Khan to the Company, in exchange for the option to use 200,000 shares of
Common stock owned by K2VC to settle certain pending claims against the
Company pursuant to and in accordance with that certain Mutual Release
Agreement, dated February 18, 2003, by and among the Company, K2VC, and Khan
(the "Mutual Release Agreement"). A copy of the Mutual Release Agreement is
attached hereto as Exhibit 99.2.
On February 18, 2003, the Company entered into that certain Release
Agreement, dated February 18, 2003, by and among the Company, Hencie, Hencie
Consulting, K2VC, Khan, Drawbridge Investment Partners, LLC , who was the
largest creditor of Hencie and Hencie Consulting, and certain directors and
stockholders of the Company (the "Release Agreement"), to eliminate
approximately $1,000,000 in debt of the Company in exchange for $120,000,
2,474,309 shares of Common Stock, and registration rights for such shares. A
copy of the Release Agreement is attached hereto as Exhibit 99.4.
Remainder of Page Intentionally Left Blank.
Signature Page(s) to Follow.
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.
Dated: February 20, 2003. Alternate Marketing Networks, Inc.
By: /s/ Phillip D. Miller
Name: Phillip D. Miller
Title: President
INDEX OF EXHIBITS
Exhibit Description of Exhibit
No.
99.1 Contribution Agreement, effective as of January 1, 2003, by and
between Alternate Marketing Networks, Inc., a Delaware
corporation, and K2 VC LTD., a Texas limited partnership
99.2 Mutual Release Agreement, dated February 18, 2003, by and among
Alternate Marketing Networks, Inc., a Delaware corporation, K2 VC
LTD., a Texas limited partnership, and Adil Khan
99.3 Non-Qualified Stock Option Agreement, dated February 18, 2003, by
and between Alternate Marketing Networks, Inc., a Delaware
corporation, and Adil Khan
99.4 Release Agreement, dated February 18, 2003, by and among Alternate
Marketing Networks, Inc., a Delaware corporation, Hencie, Inc., a
Delaware corporation, and Hencie Consulting Services, Inc., a
Texas corporation, K2 VC LTD., a Texas limited partnership, Adil
Khan, Drawbridge Investment Partners, LLC, a Delaware limited
liability company, and certain directors and stockholders of
Alternate Marketing Networks, Inc., a Delaware corporation