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): August 24, 2004
FASTFUNDS FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Nevada 0-33053 87-0425514
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification Number)
11100 Wayzata Boulevard, Suite 111
Minnetonka, MN 55305
(Address of Principal Executive Offices, Zip Code)
Registrant's telephone number, including area code: (952) 541-0455
--------------------
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On Tuesday, August 24, 2004, FastFunds Financial Corporation (the
"Company") was notified that definitive agreements executed and delivered to
Seaside Investments PLC ("Seaside") had been accepted by Seaside. In the
transaction, the Company entered into a Stock Purchase Agreement (the "Stock
Purchase Agreement"), Escrow Agreement ("Escrow Agreement") and Registration
Rights Agreement ("Registration Rights Agreement") with Seaside, all of which
Seaside and the Company agreed to deem effective as of August 13, 2004. Pursuant
to the Stock Purchase Agreement, the Company has agreed to sell and issue,
subject to certain conditions, 800,000 shares of its common stock to Seaside in
a private placement exempt from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"). In addition to the 800,000
common shares, the Company will issue 40,000 common shares to a third party in
connection with advisory services. In exchange, the Company will receive
ordinary (i.e., common) shares of Seaside (less five percent of such shares
which shall be payable directly to the third-party investment advisor). Seaside
is an open-end diversified investment fund holding securities from numerous
small-cap companies. In exchange for their securities, companies issuing their
shares to Seaside receive ordinary shares of Seaside which they can use for a
variety of purposes, including selling the ordinary shares for cash to third
parties, pledging the ordinary shares as security for loans and/or convertible
loans, or improving their balance sheet by adding assets (i.e., the ordinary
shares) and thereby reduce their cost of borrowing. Seaside's management intends
to have Seaside's ordinary shares be listed for trading on the London Stock
Exchange, and such listing is a condition to the effectiveness of the
transaction and the Company's obligation to issue shares to Seaside.
In connection with the Stock Purchase Agreement, the Company entered
into an Escrow Agreement and Registration Rights Agreement with Seaside. Under
the Escrow Agreement, 30% of the ordinary Seaside shares shall be placed in
escrow for a two-year period to implement certain price-protection covenants
contained in the Stock Purchase Agreement. Under the Registration Rights
Agreement, Seaside has the right to require the Company to file a registration
statement with the Securities and Exchange Commission ("SEC") that includes the
800,000 shares of common stock issuable to Seaside, and to have the registration
statement declared effective by no later than August 13, 2005.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
10.1 Stock Purchase Agreement dated effective as of August 13,
2004, by and between FastFunds Financial Corporation and Seaside Investments
PLC.*
10.2 Escrow Agreement dated effective as of August 13, 2004,
by and among FastFunds Financial Corporation, Seaside Investments PLC and
Gottbetter & Partners, LLP (as escrow agent).
10.3 Registration Rights Agreement dated effective as of
August 13, 2004, by and between FastFunds Financial Corporation and Seaside
Investments PLC.
99.1 Press Release dated August 30, 2004.
*Pursuant to Item 601(b) of Regulation S-K, certain Schedules have been omitted
from this Agreement. The Registrant will furnish a copy of any omitted Schedule
to the Commission upon request.
1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FASTFUNDS FINANCIAL CORPORATION
Date: August 30, 2004 By: /s/ Ijaz Anwar
-----------------------------------
Ijaz Anwar, Chief Financial Officer
2
EXHIBIT INDEX
10.1 Stock Purchase Agreement dated effective as of August 13, 2004, by
and between FastFunds Financial Corporation and Seaside Investments PLC.*
10.2 Escrow Agreement dated effective as of August 13, 2004, by and
among FastFunds Financial Corporation, Seaside Investments PLC and Gottbetter &
Partners, LLP (as escrow agent).
10.3 Registration Rights Agreement dated effective as of August 13,
2004, by and between FastFunds Financial Corporation and Seaside Investments
PLC.
99.1 Press release dated August 30, 2004.
* Pursuant to Item 601(b) of Regulation S-K, certain Schedules have been omitted
from this Agreement. The Registrant will furnish a copy of any omitted Schedule
to the Commission upon request.
3