-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FKruBmAu6Y1SSX9tc0vx7iJ0tO1vK4IpnJ2kw61XklgB1AG6dsN2Ghmsp/QksCik pMOM7y1zERJ37U9V9Guopg== 0001020488-01-500027.txt : 20010726 0001020488-01-500027.hdr.sgml : 20010726 ACCESSION NUMBER: 0001020488-01-500027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010725 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETGATEWAY INC CENTRAL INDEX KEY: 0001075736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 870591719 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27941 FILM NUMBER: 1689001 BUSINESS ADDRESS: STREET 1: 754 EAST TECHNOLOGY AVE CITY: OREM STATE: UT ZIP: 84097 BUSINESS PHONE: 5823080010 MAIL ADDRESS: STREET 1: 754 EAST TECHNOLOGY AVE CITY: OREM STATE: UT ZIP: 84097 8-K 1 form8k72501.txt FORM 8K 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): July 25, 2001 --------------------- Netgateway, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State of Other Jurisdiction of Incorporation) 000-27941 87-0591719 - -------------------------------------------------------------------------------- (Commission File Number (IRS Employer Identification No.) 754 East Technology Avenue, Orem, Utah 84097 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 801.227.0004 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Zip Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Items. On July 25, 2001, Netgateway, Inc. issued the press release which is attached hereto as Exhibit 99.1 and which is incorporated herein by this reference. Item 7. Financial Statements and Exhibits. (a) Financial Statements. Not Applicable. -------------------- (b) Pro Forma Financial Information. Not Applicable. ------------------------------- (c) Exhibits. -------- 99.1 Netgateway, Inc. press release, dated July 25, 2001. 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. Netgateway, Inc. Date: July 25, 2001 By: /s/ Frank C. Heyman ------------------ ---------------------------------------------- Frank C. Heyman, Chief Financial Officer EX-99 2 form8kexh9972501.txt PRESS RELEASE Exhibit 99.1 Wednesday July 25, 2001 11:17 am Eastern Time Netgateway, Inc. Announces Conversion of King William Debt to Common Stock Agreement Eliminates $2.2 Million in Debt And Risk of Substantial Future Dilution OREM, Utah, July 25 /PRNewswire/ -- Netgateway, Inc. (OTC Bulletin Board: NGWY.OB - news) announced today that it has signed a definitive agreement with King William, holder of a $2.5 million convertible note, to convert the note into common stock of Netgateway, a $400,000 unsecured non-convertible note of Netgateway and a one time payment of $100,000. King William will forgive the $400,000 promissory note upon the satisfaction of certain conditions. Under the new agreement, King William will be issued approximately 2.8 million additional shares of Netgateway, bringing its total holdings in Netgateway to approximately 10%. If 2.8 million shares are issued the transaction would value them at approximately $.75 per share. The exact number of shares to be issued will be based on the total number of shares of Netgateway that are outstanding at the time of the conversion. Consummation of the agreement is subject to a number of conditions. Completion of the conversion is presently anticipated on or before August 7, 2001. Said Netgateway Chairman and Chief Executive, Don Danks, "I am excited to have the opportunity to eliminate this debt and believe that this agreement speaks to the growing confidence our debt holder has in the future of Netgateway. I think this makes clear they see Netgateway as a viable company with a great deal of potential for future growth. They will now join fully Netgateway's existing shareholders as equity stakeholders and the company believes they will be supportive of management's efforts to grow the company and seek recognition by the market of its full value." Danks added, "This agreement creates a definitive capital structure and should bring a greater level of stability and certainty to the value of Netgateway stock because the risk of substantial dilution through conversion of the debenture will be eliminated. This is a terrific development for the company and all of its shareholders, including King William. This agreement should also make it easier for the company to obtain additional capital to finish cleaning up its balance sheet and for working capital. We can now redouble our efforts to build revenues, become even more profitable and broaden the market for the Company's stock." About Netgateway Netgateway is a leading technology and training company delivering eServices to small businesses and entrepreneurs. Netgateway provides eServices and training to over 100,000 customers annually. Netgateway enables companies of all sizes to extend their business to the Internet quickly, effectively -- with minimal investment. Netgateway develops, hosts, licenses, and supports a wide range of Internet applications. Netgateway (www.netgateway.com) is located at 754 Technology Ave.,Orem, UT 84097. Information included within this press release describing the projected growth and future results and events, including the consummation of the aforementioned agreement, forgiveness of the $400,000 promissory note and the anticipated benefits of the agreement, constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from any future results, performance or achievements expressed or implied by such statement, including without limitation, continued demand for and acceptance of the company's products and services and the company's ability to raise additional capital. Any forward-looking statements should be considered in light of these factors. The Company undertakes no obligation to publicly release any forward-looking information to reflect anticipated or unanticipated events or circumstances after the date of this press release. -----END PRIVACY-ENHANCED MESSAGE-----