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
Date of Report (Date of earliest event reported): June 18, 2001
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MINDARROW SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28403 77-0511097
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
101 Enterprise, Suite 340, Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (949) 916-8705
N/A
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On June 18, 2001, MindArrow Systems, Inc. (the "Company") announced that it
had completed its acquisition of Control Commerce, Inc. ("Control Commerce"), a
privately-held Delaware corporation. Under the terms of the merger agreement, a
wholly-owned subsidiary of the Company was merged with and into Control
Commerce, with Control Commerce surviving the merger and becoming a wholly-owned
subsidiary of the Company.
In the merger, the shareholders of Control Commerce received in exchange
for all of their issued and outstanding capital stock of Control Commerce an
aggregate of (i) 60,000 shares of the Company's Series C preferred stock, (ii)
800,000 shares of the Company's common stock and (iii) warrants to purchase
12,000 shares of the Company's common stock at a price of $12.50 per share
(collectively, the "Merger Consideration"). In addition, in the event the
Company closes a round of financing on or before December 15, 2001 involving the
issuance of shares of a series of the Company's preferred stock with a
liquidation preference senior to that of the Company's Series C preferred stock
(or a liquidation preference equal to the Series C preferred stock if fifty
percent or more of the new series is sold to existing holders of the Company's
Series B or Series C preferred stock), the merger agreement permits the Control
Commerce shareholders to exchange the Merger Consideration for consideration
consisting of a combination of shares of the new series of stock and the
Company's common stock.
Exhibit No. Description
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99.1 Text of press release of MindArrow Systems, Inc. issued June 18,
2001.
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.
MINDARROW SYSTEMS, INC.
By: /s/ MICHAEL R. FRIEDL
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Michael R. Friedl
Date: June 18, 2001 Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Text of press release of MindArrow Systems, Inc. issued June 18,
2001.