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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-1
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934,
SEPTEMBER 17, 2004 (AND AMENDING FORM 8-K
RELATING TO AN EVENT DATED SEPTEMBER 1, 2004) 0-25053
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Date of Report (Date of earliest event reported) Commission File Number
THEGLOBE.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 14-1782422
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
110 EAST BROWARD BOULEVARD, SUITE 1400
FORT LAUDERDALE, FLORIDA 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)
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Preliminary Note: This Report amends the Current Report on Form 8-K relating to
events dated August 31, 2004 and September 1, 2004. One of those events was the
closing on September 1, 2004 of theglobe.com's ("theglobe" or the "Company")
acquisition of SendTec, Inc., a Florida corporation (the "SendTec Acquisition"),
which was described in Item 2.01 of the original Current Report. The Company is
hereby providing the information required by paragraphs (a) and (b) of Item 9 of
such Current Report relating to the SendTec Acquisition. In addition, this
Report includes a new Item 1.01 event relating to an Indemnification Agreement
signed on September 17, 2004.
ITEM 1.01. ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.
On September 17, 2004, theglobe entered into an Indemnification Agreement with
Paul Soltoff. Mr. Soltoff became a member of the board of directors of theglobe
on September 1, 2004 in connection with the closing of the Agreement and Plan of
Merger dated August 31, 2004, by and among theglobe, SendTec, Inc, Paul Soltoff
and others. Mr. Soltoff also serves as Chief Executive Officer of SendTec. The
Indemnification Agreement is substantially similar to that of other members of
the Board of Directors of theglobe and provides, in pertinent part, that
theglobe will indemnify and hold harmless Mr. Soltoff to the fullest extent
permitted by law, together with certain procedures relating to notice of actions
which may give rise to a claim for indemnification, for separate counsel in
connection with any claims against Mr. Soltoff and for the settlement of claims.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
The following financial information is hereby included as a part of this
Current Report as Exhibit 99.6:
FINANCIAL INFORMATION RELATING TO SENDTEC
INDEX TO FINANCIAL STATEMENTS
Page
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Report of Independent Certified Public Accountants F-1
Consolidated Financial Statements
Balance Sheets F-2
Statements of Income F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
(b) Pro Forma Financial Information
The following pro forma financial information is hereby included as a part
of this Current Report as Exhibit 99.7:
THEGLOBE.COM, INC.
INDEX TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Page
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Introduction to Pro Forma Condensed Consolidated Financial
Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . PF-2
Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2004. . . . PF-4
Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 2003. . . . . . . . . . . . . . . . . . . . . . . PF-5
Pro Forma Condensed Consolidated Statement of Operations for the six
months ended June 30, 2004 . . . . . . . . . . . . . . . . . . . . . PF-6
Notes to Pro Forma Condensed Consolidated Financial Statements. . . . . . PF-7
(c) Exhibits
4.1 Form of Earn-out Warrant to acquire securities of theglobe.com, inc.*
4.2 Statement of Designation for Series H Automatically Converting Preferred
Stock*
99.1 Agreement and Plan of Merger dated August 31, 2004 by and among theglobe,
inc., SendTec Acquisition Corp., and SendTec, Inc., among others.*
99.2 Stockholders' Agreement dated August 31, 2004*
99.3 Promissory Note dated September 1, 2004*
99.4 Form of potential Conversion Note relating to Series H Preferred Stock*
99.5 Employment Agreement dated September 1, 2004 between SendTec, Inc. and
Paul Soltoff, as Chief Executive Officer*
99.6 SendTec, Inc. Financial Statements
99.7 Pro Forma Financial Information
99.8 Indemnification Agreement dated September 17, 2004 between theglobe and
Paul Soltoff
99.9 Consent of Gregory, Sharer & Stuart, P.A.
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* Previously filed
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.
Dated: September 21, 2004 theglobe.com, inc.
By: /s/ Edward Cespedes
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Edward Cespedes, President