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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): December 5, 2001
800America.com, Inc.
(Exact name of issuer as specified in its charter)
Nevada 000-28547 87-0567884
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
1929 S. 21st. Avenue
Nashville,TN 37212
(Address of principal executive offices and zip code)
(800) 999-5048
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On December 5, 2001, 800America.com, Inc. ( the "Company") through its
wholly-owned subsidiary 800America.com Acquisition Corp., a Delaware
corporation, acquired all of the outstanding capital stock of WizardWorld, Inc.,
in a stock- for- stock merger (such transaction being referred to as a "Merger")
pursuant to a certain Merger Agreement and Plan of Reorganization dated as of
December 3, 2001. WizardWorld, Inc., headquartered in Congers New York is an
online marketplace where dealers and consumers can value, trade, buy and sell
collectibles.. Each WizardWorld, Inc. preferred share was converted into .08121
shares of the Company's Common Stock. In connection with the closing of the
Merger the Company issued a total of 660,000 shares of its Common Stock which
had a value of approximately $2,178,000 based on the closing bid price of $3.30
per share the Company's Common Stock on December 5, 2001. The consideration paid
by the Company was determined by the parties through a privately negotiated
arm's length transaction. Holders of the shares of Common Stock received in the
transaction have the right to put the shares back to the Company in one year at
a repurchase price of $2.60 per share. Certain of the holders of the preferred
stock of WizardWorld, Inc. who exchanged their shares for the Common Stock of
the Company in the transaction also purchased a total of 340,00 shares of the
Company's Common Stock in a private placement in which the Company received a
total of $850,000 in proceeds. Such purchasers also have the right to put the
shares acquired in the private placement back to the Company in one year at a
repurchase price of $2.60 per share.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired ( to be filed by amendment)
(b) Pro Forma Financial Information ( to be filed by amendment)
(c) Exhibits
The following is filed as an Exhibit to this Report:
Exhibit Number Description
2 Form of Merger Agreement and Plan of Reorganization by and
among. 800America.com, WizardWorld, Inc., 800America.com
Acquisition Corp. and The Preferred Stockholders of
WizardWorld, Inc.
SIGNATURE
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 19th day of December, 2001.
800america.com, Inc.
By: /s/ David E. Rabi
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David E. Rabi,
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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2 Form of Merger Agreement and Plan of Reorganization by and
among. 800America.com, WizardWorld, Inc., 800America.com
Acquisition Corp. and The Preferred Stockholders of
WizardWorld, Inc.