8-K 1 a2026740z8-k.txt FORM 8-K ================================================================================ UNITED STATES 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): SEPTEMBER 28, 2000 (SEPTEMBER 21, 2000) WATTAGE MONITOR INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) NEVADA 000-26381 860882633 ---------------------------- ------------------------ ------------------ (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 1100 KIETZKE LANE, RENO, NEVADA 89502 --------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (775) 327-6000 ----------------------------- ================================================================================ ITEM 5 - OTHER EVENTS. On August 25, 2000, Wattage Monitor Inc. (the "Company") entered into a letter of intent with Oakes, Fitzwilliams & Co. Limited and Oakes, Fitzwilliams & Co. L.P. as placement agent (collectively, "Oakes") in connection with the Company's offering of its units ("Units"). Pursuant to the terms of the offering, the Company intends to sell up to $10,000,000 of the Units, each Unit consisting of (i) three shares of the Company's common stock, par value $.01 per share (the "Common Stock") and (ii) a five year common stock purchase warrant to purchase one share of Common Stock. The Company anticipates that the net proceeds of the offering, after deduction of the selling commissions and estimated offering expenses, will be approximately $9,150,000, assuming all of the Units are sold. Pursuant to the terms of the offering, the Company will be required to register the shares immediatley following the closing date. In mid September 2000, the Company began to hold preliminary meetings with potential investors in Europe and the United States. During the offering, the Company will present to the potential investors the private placement memorandum filed herewith. In addition, the Company may provide such potential investors with the additional information submitted as an exhibit herewith. ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a)-(b) Not Applicable (c) Exhibits.

~~Name~~EXHIBIT ~~For~~NO. %DESCRIPTION ~~For Withheld % Withheld~~ ---- --- ----- -------- ---~~-------~~ ~~Stephen Klein 7,515,814~~ 99.~~991%~~1 ~~650~~Private ~~.009%~~Placement ~~Gerald~~Memorandum ~~Alderson 7,515,814~~ 99.~~991%~~2 ~~650~~Wattage ~~.009%~~Monitor ~~Joel Dumaresq 7,515,814 99~~Inc.~~991%~~ ~~650~~potential ~~.009%~~investor ~~Alexander~~presentation ~~Ellis III 7,515,814 99.991% 650 .009% Daniel DeWolf 7,515,814 99.991% 650 .009%~~materials

2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. WATTAGE MONITOR INC. By:/s/ GERALD R. ALDERSON ---------------------- Gerald R. Alderson President Date: September 28, 2000 3 EXHIBIT INDEX

~~For~~EXHIBIT %NO. ~~For~~DESCRIPTION ~~Against % Against Abstain % Abstain~~ --- ----- --~~-----~~ --------- --~~-----~~ ~~---------~~99.1 ~~7,490,364~~Private Placement Memorandum 99.~~653%~~2 ~~26,000~~Wattage Monitor Inc.~~346%~~ ~~100~~potential ~~.001%~~investor presentation materials

For % For Against Abstain % Abstain --- ----- ------- ------- --------- 7,515,364 99.985% -- 1,100 .015%

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