SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 COMMISSION FILE NO.: 0-25053
THEGLOBE.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 14-1782422
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
110 East Broward Blvd., Suite 1400
Fort Lauderdale, FL 33301
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(Address of principal executive offices) (Zip Code)
(954) 769-5900
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(Registrant's Telephone Number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $.001 per share
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Sec.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [X].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No [X]
The number of shares outstanding of the Registrant's Common Stock, $.001 par
value (the "Common Stock") as of March 18, 2003 was 30,382,293.
Aggregate market value of the voting Common Stock held by non-affiliates of the
registrant as of the close of business on June 28, 2002: $892,594.
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*Includes voting stock held by third parties, which may be deemed to be
beneficially owned by affiliates, but for which such affiliates have disclaimed
beneficial ownership.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this report, to the extent not set forth
herein, is incorporated by reference from the registrant's definitive proxy
statement relating to the annual meeting of stockholders to be held in 2003
which definitive proxy statement shall be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year to which this Report
relates.
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PRELIMINARY NOTE: This Annual Report of Form 10-K/A-1 amends Part IV, Item 15 of
the previously filed Annual Report on Form 10-K by providing an additional
Exhibit 23.2 to such Report.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(3) EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of February 1, 1999 by
and among theglobe.com, inc., Nirvana Acquisition Corp.,
Factorymall.com, inc. d/b/a Azazz, and certain selling
stockholders thereof (18)
2.2 Agreement and Plan of Merger dated as of April 5, 1999 by and
among theglobe.com, inc., Bucky Acquisition Corp., Attitude
Network, Ltd. and certain shareholders thereof (19)
2.3 Agreement and Plan of Merger dated as of January 13, 2000 by
and among theglobe.com, inc., Chips & Bits, Inc., Strategy
Plus, CB Acquisition Corp., SP Acquisition Corp., Yale Brozen
and Tina Brozen(11)
3.1 Form of Fourth Amended and Restated Certificate of
Incorporation of the Company(3)
3.2 Form of By-Laws of the Company(2)
3.3 Certificate relating to Previously Outstanding Series of
Preferred Stock and Relating to the Designation, Preferences
and Rights of Series F Preferred Stock.*
4.1 Second Amended and Restated Investor Rights Agreement among
the Company and certain equity holders of the Company, dated
as of August 13, 1997(2).
4.2 Amendment No.1 to Second Amended and Restated Investor Rights
Agreement among the Company and certain equity holders of the
Company, dated as of August 31, 1998(2).
4.3 Amendment No.2 to Second Amended and Restated Investor Rights
Agreement among the Company and certain equity holders of the
Company, dated April 9, 1999(8).
4.4 Form of Amendment No.3 to the Second Amended and Restated
Investor Rights Agreement among the Company and certain equity
holders of the Company(9).
4.5 Registration Rights Agreement, dated as of September 1,
1998(6).
4.6 Amendment No.1 to Registration Rights Agreement, dated as of
April 9, 1999(8).
4.7 Specimen certificate representing shares of Common Stock of
the Company(4).
4.8 Amended and Restated Warrant to Acquire Shares of Common
Stock(2).
4.9 Form of Rights Agreement, by and between the Company and
American Stock Transfer & Trust Company as Rights Agent(3).
3
4.10 Registration Rights Agreement among the Company and certain
equity holders of the Company, dated February 1, 1999, in
connection with the acquisition of factorymall.com(6).
4.11 Form of Amended and Restated Registration Rights Agreement
among the Company and certain equity holders of the Company in
connection with the acquisition of factorymall.com(8).
4.12 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated April 9, 1999, in
connection with the acquisition of Attitude Network, Ltd(8).
4.13 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated November 30, 1999, in
connection with the acquisition of Webjump.com from
Infonent.com, Inc.(12).
4.14 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated February 24, 1999, in
connection with the acquisition of Chips & Bits, Inc. and
Strategy Plus, Inc.(12).
4.15 Form of Warrant dated November 12, 2002 to acquire shares of
Common Stock.(17).
4.16 Form of Warrant dated March 28, 2003 to acquire shares of
Common Stock.*
9.1 Stockholders' Agreement by and among Dancing Bear Investments,
Inc., Michael Egan, Todd V. Krizelman, Stephan J. Paternot,
Edward A. Cespedes and Rosalie V. Arthur, dated as of February
14, 1999(6).
10.1 Employment Agreement dated June 6, 2000, by and between the
Company and Todd V. Krizelman(10), (14).
10.2 Employment Agreement dated June 6, 2000, by and between the
Company and Stephan J. Paternot(10), (14).
10.3 Employment Agreement dated July 14, 2000, by and between the
Company and Charles Peck(10), (14).
10.4 Form of Indemnification Agreement between the Company and each
of its Directors and Executive Officers(1).
10.5 Lease Agreement dated January 12, 1999 between the Company and
Broadpine Realty Holding Company, Inc.(6).
10.6 2000 Broad Based Stock Option Plan(13).
10.7 1998 Stock Option Plan, as amended(8).
10.8 1995 Stock Option Plan(1).
10.9 factorymall.com, inc. 1998 Stock Option Plan(7).
10.10 Form of Nonqualified Stock Option Agreement with James
McGoodwin, Kevin McKeown and Mark Tucker(7).
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10.11 Attitude Network, Ltd. Stock Option Plan(10).
10.12 Employee Stock Purchase Plan(6).
10.13 Technology Purchase Agreement dated November 12, 2002, among
theglobe.com, inc., and Brian Fowler(17).
10.14 Employment Agreement dated November 12, 2002, among
theglobe.com, inc. and Brian Fowler(17).
10.15 Payment Agreement dated November 12, 2002, among theglobe.com,
inc., 1002390 Ontario Inc., and Robert S. Giblett(17).
10.16 Release Agreement dated November 12, 2002, among theglobe.com,
inc. and certain other parties named therein(17).
10.17 Preferred Stock Purchase Agreement dated March 28, 2003
between theglobe.com, inc. and E&C Capital Partners, LLLP.*
16. Letter dated August 13, 2002 from KPMG LLP relating to change
of independent certified accountants(16).
23.1 Consent of KPMG LLP.*
23.2 Consent of Rachlin Cohen & Holtz LLP.**
99.1 Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
99.2 Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
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1. Incorporated by reference from our registration statement on Form S-1 filed
July 24, 1998 (Registration No. 333-59751).
2. Incorporated by reference as Exhibit to our Form S-1/A filed August 20,
1998.
3. Incorporated by reference from our Form S-1/A filed September 15, 1998.
4. Incorporated by reference from our Form S-1/A filed October 14, 1998.
5. Incorporated by reference from our Form S-1/A filed November 15, 1998.
6. Incorporated by reference from our Form 10-K for the year ended December
31, 1998 filed March 30, 1999.
7. Incorporated by reference from our Registration of Form S-8 (No.333-75503),
filed on April 1, 1999.
8. Incorporated by reference from our Form S-1 filed April 13, 1999.
9. Incorporated by reference from our Form S-1/A filed May 3, 1999.
10. Incorporated by reference from our Form S-1/A filed May 17, 1999.
11. Incorporated by reference from our report on Form 8-K filed on March 8,
2000.
12. Incorporated by reference form our Form 10-K for the year ended December
31, 1999 filed March 30, 2000.
13. Incorporated by reference from our Form 10-Q for the quarter ended March
31, 2000 dated May 15, 2000.
14. Incorporated by reference from our Form 10-Q for the quarter ended June 30,
2002 dated August 14, 2000.
15. Incorporated by reference from our Form 10-K for the year ended December
31, 2000 filed April 2, 2001.
16. Incorporated by reference from our Form 8-K filed August 13, 2002.
17. Incorporated by reference from our Form 8-K filed on November 26, 2002.
18. Incorporated by reference from our Form 8-K filed on February 16, 1999.
19. Incorporated by reference from our Form 8-K filed on April 9, 1999.
* Previously filed with our Form 10-K for the year ended December 31, 2002,
filed March 30, 2003.
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** Filed herewith.
(b) Reports on Form 8-K
Form 8-K related to an event dated November 12, 2002, relating to an Item 5
disclosure of certain digital telephony assets acquired by the Registrant.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: September 22, 2003 theglobe.com, inc.
By: /s/ Robin Segaul Lebowitz
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- --------------------------------------------------------------
2.1 Agreement and Plan of Merger dated as of February 1, 1999 by
and among theglobe.com, inc., Nirvana Acquisition Corp.,
Factorymall.com, inc. d/b/a Azazz, and certain selling
stockholders thereof (18)
2.2 Agreement and Plan of Merger dated as of April 5, 1999 by and
among theglobe.com, inc., Bucky Acquisition Corp., Attitude
Network, Ltd. and certain shareholders thereof (19)
2.3 Agreement and Plan of Merger dated as of January 13, 2000 by
and among theglobe.com, inc., Chips & Bits, Inc., Strategy
Plus, CB Acquisition Corp., SP Acquisition Corp., Yale Brozen
and Tina Brozen(11)
3.1 Form of Fourth Amended and Restated Certificate of
Incorporation of the Company(3)
3.2 Form of By-Laws of the Company(2)
3.3 Certificate relating to Previously Outstanding Series of
Preferred Stock and Relating to the Designation, Preferences
and Rights of Series F Preferred Stock.*
4.1 Second Amended and Restated Investor Rights Agreement among
the Company and certain equity holders of the Company, dated
as of August 13, 1997(2).
4.2 Amendment No.1 to Second Amended and Restated Investor Rights
Agreement among the Company and certain equity holders of the
Company, dated as of August 31, 1998(2).
4.3 Amendment No.2 to Second Amended and Restated Investor Rights
Agreement among the Company and certain equity holders of the
Company, dated April 9, 1999(8).
4.4 Form of Amendment No.3 to the Second Amended and Restated
Investor Rights Agreement among the Company and certain equity
holders of the Company(9).
4.5 Registration Rights Agreement, dated as of September 1,
1998(6).
4.6 Amendment No.1 to Registration Rights Agreement, dated as of
April 9, 1999(8).
4.7 Specimen certificate representing shares of Common Stock of
the Company(4).
4.8 Amended and Restated Warrant to Acquire Shares of Common
Stock(2).
4.9 Form of Rights Agreement, by and between the Company and
American Stock Transfer & Trust Company as Rights Agent(3).
4.10 Registration Rights Agreement among the Company and certain
equity holders of the Company, dated February 1, 1999, in
connection with the acquisition of factorymall.com(6).
4.11 Form of Amended and Restated Registration Rights Agreement
among the Company and certain equity holders of the Company in
connection with the acquisition of factorymall.com(8).
8
4.12 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated April 9, 1999, in
connection with the acquisition of Attitude Network, Ltd(8).
4.13 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated November 30, 1999, in
connection with the acquisition of Webjump.com from
Infonent.com, Inc.(12).
4.14 Registration Rights Agreement among the Company and certain
shareholders of the Company, dated February 24, 1999, in
connection with the acquisition of Chips & Bits, Inc. and
Strategy Plus, Inc.(12).
4.15 Form of Warrant dated November 12, 2002 to acquire shares of
Common Stock.(17).
4.16 Form of Warrant dated March 28, 2003 to acquire shares of
Common Stock.*
9.1 Stockholders' Agreement by and among Dancing Bear Investments,
Inc., Michael Egan, Todd V. Krizelman, Stephan J. Paternot,
Edward A. Cespedes and Rosalie V. Arthur, dated as of February
14, 1999(6).
10.1 Employment Agreement dated June 6, 2000, by and between the
Company and Todd V. Krizelman(10), (14).
10.2 Employment Agreement dated June 6, 2000, by and between the
Company and Stephan J. Paternot(10), (14).
10.3 Employment Agreement dated July 14, 2000, by and between the
Company and Charles Peck(10), (14).
10.4 Form of Indemnification Agreement between the Company and each
of its Directors and Executive Officers(1).
10.5 Lease Agreement dated January 12, 1999 between the Company and
Broadpine Realty Holding Company, Inc.(6).
10.6 2000 Broad Based Stock Option Plan(13).
10.7 1998 Stock Option Plan, as amended(8).
10.8 1995 Stock Option Plan(1).
10.9 factorymall.com, inc. 1998 Stock Option Plan(7).
10.10 Form of Nonqualified Stock Option Agreement with James
McGoodwin, Kevin McKeown and Mark Tucker(7).
10.11 Attitude Network, Ltd. Stock Option Plan(10).
10.12 Employee Stock Purchase Plan(6).
10.13 Technology Purchase Agreement dated November 12, 2002, among
theglobe.com, inc., and Brian Fowler(17).
9
10.14 Employment Agreement dated November 12, 2002, among
theglobe.com, inc. and Brian Fowler(17).
10.15 Payment Agreement dated November 12, 2002, among theglobe.com,
inc., 1002390 Ontario Inc., and Robert S. Giblett(17).
10.16 Release Agreement dated November 12, 2002, among theglobe.com,
inc. and certain other parties named therein(17).
10.17 Preferred Stock Purchase Agreement dated March 28, 2003
between theglobe.com, inc. and E&C Capital Partners, LLLP.*
16. Letter dated August 13, 2002 from KPMG LLP relating to change
of independent certified accountants(16).
23.1 Consent of KPMG LLP.*
23.2 Consent of Rachlin Cohen & Holtz LLP.**
99.1 Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
99.2 Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
--------------
1. Incorporated by reference from our registration statement on Form S-1 filed
July 24, 1998 (Registration No. 333-59751).
2. Incorporated by reference as Exhibit to our Form S-1/A filed August 20,
1998.
3. Incorporated by reference from our Form S-1/A filed September 15, 1998.
4. Incorporated by reference from our Form S-1/A filed October 14, 1998.
5. Incorporated by reference from our Form S-1/A filed November 15, 1998.
6. Incorporated by reference from our Form 10-K for the year ended December
31, 1998 filed March 30, 1999.
7. Incorporated by reference from our Registration of Form S-8 (No.333-75503),
filed on April 1, 1999.
8. Incorporated by reference from our Form S-1 filed April 13, 1999.
9. Incorporated by reference from our Form S-1/A filed May 3, 1999.
10. Incorporated by reference from our Form S-1/A filed May 17, 1999.
11. Incorporated by reference from our report on Form 8-K filed on March 8,
2000.
12. Incorporated by reference form our Form 10-K for the year ended December
31, 1999 filed March 30, 2000.
13. Incorporated by reference from our Form 10-Q for the quarter ended March
31, 2000 dated May 15, 2000.
14. Incorporated by reference from our Form 10-Q for the quarter ended June 30,
2002 dated August 14, 2000.
15. Incorporated by reference from our Form 10-K for the year ended December
31, 2000 filed April 2, 2001.
16. Incorporated by reference from our Form 8-K filed August 13, 2002.
17. Incorporated by reference from our Form 8-K filed on November 26, 2002.
18. Incorporated by reference from our Form 8-K filed on February 16, 1999.
19. Incorporated by reference from our Form 8-K filed on April 9, 1999.
* Previously filed with our Form 10-K for the year ended December 31, 2002,
filed March 30, 2003.
** Filed herewith.
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