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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FEBRUARY 25, 2003 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 (I.R.S Employer
of incorporation or organization) Identification Number)
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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ITEM 5. Other Events and Regulation FD Disclosure
LOAN AND PURCHASE OPTION AGREEMENT
On February 25, 2003, theglobe.com entered into a Loan and Purchase Option
Agreement with a development stage internet related business venture pursuant
to which it agreed to loan (the "Loan') the venture up to $160,000 to fund its
operating expenses and obtained the option to acquire all of the outstanding
capital stock of the venture in exchange for, when and if exercised, $40,000 and
the issuance of an aggregate of 2,000,000 unregistered restricted shares of
theglobe.com's common stock (the "Option"). The Loan is secured by a lien on
the assets of the venture and matures on December 12, 2003. At it's option,
theglobe.com may loan additional amounts on substantially identical terms. The
Option is exercisable at anytime on or before the later of March 31, 2003 and
ten days after theglobe.com's receipt of notice relating to the award of a
certain contract currently being pursued by the venture. In the event of the
exercise of the Option, (i) the existing CEO and CFO of the venture have agreed
to enter into employment agreements whereby each would agree to remain in the
employ of the venture for a period of two years following the closing of the
Option in exchange for base compensation plus participation in a bonus pool
based upon the pre-tax income of the venture and (ii) the 2,000,000 shares of
theglobe.com Common Stock issued upon such exercise will be entitled to certain
"piggy-back" registration rights. If the Option is not exercised, then
theglobe.com has agreed, subject to certain exceptions, to forgive repayment of
$60,000 of the Loan.
This report contains forward-looking statements related to theglobe.com that
involve risks and uncertainties, including, but not limited to, integration of
newly acquired businesses, product delivery, product launch dates, further
development of acquired technology (including the assets discussed in this
report), the availability of financing or other capital to fund its plans, the
management of growth, market acceptance of certain products and other risks.
These forward-looking statements are made in reliance on the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. For further
information about the factors that could affect theglobe.com's future results,
please see the Company's filings with the Securities and Exchange Commission.
Copies of these filings are available online at http://www.sec.gov. Prospective
investors are cautioned that forward-looking statements are not guarantees of
performance and actual results may, and often do, differ.
ITEM 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a)(b) None
(c) Exhibits
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10.1 Loan and Purchase Option Agreement dated February 25, 2003*.
10.2 Amended and Restated Promissory Note*
10.3 Form of Stock Purchase Agreement.*
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* Confidential portions of this exhibit have been omitted and filed separately
with the Commission pursuant to a request for confidential treatment.
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: February 28, 2003 theglobe.com, inc.
By: /s/ Edward Cespedes
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Edward Cespedes, President
EXHIBIT INDEX
No. Item
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10.1 Loan and Purchase Option Agreement dated February 25, 2003*.
10.2 Amended and Restated Promissory Note*
10.3 Form of Stock Purchase Agreement.*
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* Confidential portions of this exhibit have been omitted and filed separately
with the Commission pursuant to a request for confidential treatment.