UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2004
THE JACKSON RIVERS COMPANY
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
333-70932 65-1102865
(Commission File Number) (IRS Employer Identification No.)
27 RADIO CIRCLE DRIVE, 10549
MOUNT KISCO, NEW YORK (Zip Code)
(principal executive offices)
(619) 615-4242
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
FORWARD-LOOKING STATEMENTS
THIS CURRENT REPORT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS AND ANY
STATEMENTS CONTAINED IN THIS CURRENT REPORT THAT ARE NOT STATEMENTS OF
HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. WITHOUT
LIMITING THE FOREGOING, WORDS SUCH AS "MAY," "WILL," "EXPECT," "BELIEVE,"
"ANTICIPATE," "ESTIMATE" OR "CONTINUE" OR COMPARABLE TERMINOLOGY ARE INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE
SUBSTANTIAL RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY
DEPENDING ON A VARIETY OF FACTORS, MANY OF WHICH ARE NOT WITHIN OUR CONTROL.
THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, ECONOMIC CONDITIONS GENERALLY AND
IN THE MARKETS IN WHICH WE MAY PARTICIPATE, COMPETITION WITHIN OUR MARKETS AND
FAILURE BY US TO SUCCESSFULLY DEVELOP BUSINESS RELATIONSHIPS.
On February 24, 2004, as previously reported by The Jackson Rivers Company
(the "Registrant," "we" or "us") on Forms 8-K and 8-K/A filed with the
Commission, the Registrant entered into an Amended LLC Interest Purchase
Agreement with Multitrade Technologies LLC, a Delaware limited liability company
("MTT") and Joseph Khan, the sole owner of MTT.
On June 23, 2004, we announced that our board of directors formally
rescinded the previously announced Amended LLC Interest Purchase Agreement with
MTT and Joseph Khan, dated February 24, 2004. The rescission was the result of
our board's decision that the LLC interest purchase transaction, as originally
planned, was not in the best interests of the Registrant and our shareholders.
In lieu of purchasing the LLC interest from MTT, the Registrant and Jackson
Rivers Technologies, Inc., Registrant's wholly-owned subsidiary ("JRT") entered
into a Technology License Agreement with MTT, effective February 24, 2004,
whereby the Registrant now has the exclusive, worldwide sublicense to
commercialize certain software technologies from MTT. MTT is currently licensing
the software technologies which are the subject of the Technology License
Agreement from Kisnet Corporation. The Technology License Agreement between MTT
and the Registrant is attached as an exhibit to this Amended Current Report.
On June 23, 2004, our board of directors also formally rescinded its
previously announced plans to issue 80,000,000 shares of the Registrant's common
stock to Dennis Lauzon in exchange for the contribution by Mr. Lauzon of all of
the issued and outstanding shares in JRC Global Products, Inc., and Jackson
Rivers Technologies, Inc., Nevada corporations, owned by him. We will still
accept the contribution of all of Mr. Lauzon's issued and outstanding shares in
JRC Global Products, Inc. and Jackson Rivers Technologies, Inc., but no shares
of our stock will be issued to Mr. Lauzon in consideration for such
contribution. Instead, we will pay Mr. Dennis Lauzon a one-time cash payment of
$50,000 as consideration for Mr. Lauzon's contribution of all of the issued and
outstanding shares in the two companies, owned by him and negotiating the
Technology License Agreement between MTT, the Registrant, and JRT.
DESCRIPTION OF BUSINESS
The sublicensing of the software technologies from MTT will allow us to
develop the licensed products using the STEPS(C) platform. STEPS(C) (Straight
Through Enterprise Processing Systems) is a proprietary Java-based platform,
built on patented technology, used to create customized business management
applications and information management systems.
We plan to market our business management software development platform
throughout the United States, Mexico and Canada by utilizing various business
software developers, solutions providers and system integrators. Our clients,
the solutions providers, are expected to develop customized business
applications, using our platform for their clients in less time and with fewer
programming, database management, and development resources. We hope to expand
our client base and win market share by offering established experts in the
various business functions such as supply-chain management and customer
relations management to bundle their expertise with our development platform to
deliver highly effective business management applications.
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TECHNOLOGY LICENSE AGREEMENT
In lieu of purchasing the LLC interest from MTT, we have sublicensed
certain technology from MTT. The technology we are sublicensing includes any
and all applications, data rights, utility models, business processes,
trademarks, trade secrets, know how, and any other form of proprietary
protection which relate to the STEPS(C) products.
In the rescinded Amended LLC Interest Purchase agreement, we had agreed to
issue 20,000,000 shares of our common stock to Mr. Khan, in exchange for the
transfer of the LLC interest. The new Technology License Agreement replaces the
issuance of our shares with the following consideration:
The consideration for the rights granted by MTT, to us and JRT under the
Technology License Agreement shall be paid in the form of a one-time
non-refundable cash payment in the amount of $200,000.00 to be delivered by us
to MTT at the Closing. At MTT's option, the $200,000.00 can be paid in the
common stock of Registrant with a conversion rate not to exceed 4.99 percent of
the Registrant's issued and outstanding common stock at any one time, with the
conversion price equal to the lower of $0.10 or 80 percent of the average of the
three lowest closing bid prices from the 20 trading days immediately preceding
the date of the conversion. In addition, we will pay to MTT the fees as set
forth in Section VIII of the Kisnet-MTT Exclusive Distribution Agreement for
STEPS(C), attached as an exhibit to this Current Report.
The initial term of the Technology License Agreement shall be one year from
the Effective Date of February 24, 2004. Therafter the Technology License
Agreement will automatically renew each year for a total term of five years
unless terminated as specified in the Termination section XI of the Kisnet-MTT
Exclusive Distribution agreement for STEPS(C).
CONSIDERATION FOR THE LICENSE AGREEMENT
The consideration we paid MTT pursuant to the Technology License Agreement
was negotiated at "arms length" and our management relied on representations
made by MTT's management and other documents and information provided to us.
Our management considered factors used in similar proposals to determine the
amount of consideration appropriate for the licensing of the software. These
factors included the relative value of the software, the present and past
operations of the business management software applications, the future
potential of the business management software business, and the potential
benefit of the transaction to our shareholders.
Our board of directors determined that the terms of the Technology License
Agreement are reasonable based upon the above factors. Our board did not seek a
third party fairness opinion or any valuation or appraisal of the terms of the
transaction. Thus, our shareholders will not have the benefit of a third party
opinion that the terms of the Technology License Agreement are fair from a
financial point of view.
INTERESTS OF CERTAIN PERSONS
Other than as described in this Amended Current Report, there have been no
contacts, negotiations or transactions within the past two years between the
Registrant or any of our directors, executive officers or their affiliates, on
the one hand, and MTT or its affiliates, on the other hand, regarding the
acquisition, consolidation, acquisition of shares or election of directors.
Simultaneously with the execution of the Technology License Agreement, Dennis
Lauzon was elected as the chairman of the board of Jackson Rivers Technologies,
Inc., responsible for sales and marketing, and Joseph Khan was elected as a
member of the board and its president and chief executive officer, responsible
for product delivery and strategic alliances.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
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The following exhibits are filed herewith:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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10.1 Technology License Agreement.
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.
Date: June 23, 2004.
THE JACKSON RIVERS COMPANY
By /s/ Dennis Lauzon
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Dennis Lauzon, President
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