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): March 15, 2002
SUITE 101.COM, INC
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(Exact name of the Registrant as specified in its charter)
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
Delaware 0-25136 33-0464753
1122 Mainland Street - Suite 210 - Vancouver, British Columbia, Canada V6B 5L1
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(Address of the Registrant's principal executive offices) (Zip Code)
(604) 682-1400
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Registrant's telephone number, including area code:
None.
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Effective March 15, 2002, i5ive Communications Inc., the wholly owned
subsidiary of Suite101.com, Inc., entered into an option agreement with Double B
Holdings, LLC, a privately-owned non-affiliated entity organized for the purpose
of acquiring the option. The option grants Double B the right to purchase the
website assets owned and operated by i5ive. These assets, which include
primarily property, plant and equipment, had a book value of $132,000, as of
September 30, 2001, after accumulated amortization of $118,000. During the two
years and nine months ended September 30, 2001, these assets produced revenues
of $1,925, $1,620 and $12,043, respectively. During the two years and nine
months ended September 30, 2001, the Company had other income, net, which was
primarily interest income, of $146,000, $378,000 and $167,000, respectively. The
terms of the option agreement provide that Double B, in consideration of a
non-refundable payment of $15,000, has the right to purchase the assets for a
period of thirty days and, in consideration of a further non-refundable payment
of an additional $30,000, has the right to purchase the assets for an additional
thirty days. The option, including the possible extension, will expire on May
14, 2002.
The purchase price for the assets under the option agreement is $155,000
less the non-refundable payments which are applied to the purchase price, plus a
26% interest in Double B and a 5% common stock interest held by Double B in Blue
Frogg Enterprises, Inc., a privately-owned company controlled by the owners of
Double B. In the event the option is exercised, i5ive is required to pay at the
closing to Double B $155,000 less a sum equal to the management fees paid to
Creative Marketeam Canada, Ltd. from March 1, 2002 through the closing. Double B
is assigned and assumes at the closing i5ive's rights and obligations under
various vendor and supplier contracts and leases. The option agreement contains
representations and warranties of the parties and covenants relating to the
fulfillment of the transaction and confidentiality. The closing under the option
is subject to the fulfillment of certain closing conditions and the absence of
any court, governmental or regulatory authority action prohibiting, restricting
or making illegal the consummation of the transaction and no such action shall
have been commenced or threatened by any person.
i5ive and Double B intend to enter into a separate agreement that will
establish a value for i5ive's interest in Double B in the event Double B is
acquired by Blue Frogg. The definitive terms of that agreement are to be
negotiated; however, the value of Double B is to be based on the higher of four
times the EBITDA of Double B or $350,000, with i5ive entitled to receive 26% of
that sum in the event of the acquisition of Double B by Blue Frogg.
Blue Frogg Enterprises, Inc., a Delaware corporation, has its principal
place of business in Salt Lake City,Utah and is engaged in the acquisition and
operation of several Internet companies primarily involved in what it calls the
"Knowledge Economy Sector" of the World Wide Web.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits:
10.1 Press Release dated March 18, 2002
10.2 Option Agreement dated March 15, 2002 between i5ive
Communications, Inc. and Double B Holdings, LLC.
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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.
SUITE 101.COM, INC.
By: /s/ Mitchell G. Blumberg
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Mitchell G. Blumberg, President
Date: March 19, 2002
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