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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): May 18, 2001
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MindArrow Systems, Inc.
(formerly eCommercial.com, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 0-28403 77-0511097
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
101 Enterprise, Suite 340, Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
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(949) 916-8705
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On May 18, 2001, MindArrow Systems, Inc. (the "Company"), MA Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of the Company
("Merger Sub"), and Control Commerce, Inc., a privately-held Delaware
corporation, entered into an agreement and plan of merger. Pursuant to the
merger agreement, Merger Sub will be merged with and into Control Commerce, with
Control Commerce surviving the merger as a wholly-owned subsidiary of the
Company. In the merger, shareholders of Control Commerce will receive in
exchange for all of the 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.
The Company anticipates that the merger will close within the next several
weeks. The closing of the merger is subject to various conditions precedent,
including the approval of the merger by the shareholders of Control Commerce.
Exhibit No. Description
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99.1 Text of press release of MindArrow Systems, Inc. issued May 21,
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: May 21, 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 May 21,
2001.