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): June 29, 2001
GenesisIntermedia, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-15029 87-0591719
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5805 Sepulveda Boulevard, Van Nuys, California 91411
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 902-4100
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On June 29, 2001, GenesisIntermedia, Inc. (the "Company") announced that it
received a conditional loan commitment from Riverdale LLC ("Riverdale") for a
$100 million credit facility. A copy of the commitment letter is attached hereto
as Exhibit 10.1 and is incorporated by reference herein. In connection with the
loan commitment, the Company also issued to Riverdale warrants to purchase an
aggregate of 4 million shares of common stock of the Company at exercise prices
ranging from $2 to $9 per share and granted to Riverdale registration rights
with respect to the common stock issuable upon exercise of the warrants. A copy
of the Warrant Agreement is attached hereto as Exhibit 4.1 and incorporated by
reference herein and a copy of the Registration Rights Agreement is attached
hereto as Exhbiit 4.2 and incorporated by reference herein. Concurrently with
the issuance of the warrants by the Company, Ramy El-Batrawi granted Riverdale
an optoin to purchase 1.0 million and 500,000 shares of common stock held by
him, at purchase prices of $2.00 and $4.00 per share, respectively. In a related
transaction, Mr. El-Batrawi and Ultimate Holdings, Ltd., a principal
stockholder, granted options to the Company to acquire 3.0 million shares of
common stock at exercise prices of $2.00 and $9.00 per share. Such options are
exercisable if Riverdale exercises the corresponding series of warrants issued
by the Company. If Riverdale exercises all of the warrants issued by the Company
and the Company exercises all of the options issued to it, the Company will
issue a net of $1.0 million shares at $2.00 per share. In the transaction,
Riverdale agreed to lock-up their shares acquirable upon exercise of the
warrants and options for a period of one-year and Mr. El-Batrawi and Ultimate
Holdings agreed to lock-up the shares presently held by them for the same
one-year period, subject to certain permissible resales to institutions and to
certain non-institutional purchasers who agree to lock-up their shares.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
See Index to Exhibits on page 4.
Item 9. Regulation FD Disclosure.
On July 2, 2001, the Company announced that, in connection with its
previously announced conditional loan commitment for a $100 million credit
facility from Riverdale LLC, a company owned by Carl C. Icahn, the New
York-based financier, Ramy El-Batrawi, Chairman and Chief Executive Officer of
GenesisIntermedia, and Ultimate Holdings, Ltd., a principal stockholder, agreed
to certain lock-up restrictions, which generally prohibit all sales of their
present holdings for a year. Excluded from the restrictions are certain sales to
institutions and sales to certain non-institutional purchasers who agree to be
locked up. As part of the transaction, Riverdale will be receiving options and
warrants, which will also be subject to a lockup.
Attached as Exhibit 99.1 is the press release issued by the Company dated
July 2, 2001, which is incorporated by reference herein.
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SIGNATURE
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.
GENESISINTERMEDIA, INC.
Dated: July 2, 2001 By: /s/ Ramy Y. El-Batrawi
__________________________________
Ramy Y. El-Batrawi
Chief Executive Officer and Chairman
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INDEX TO EXHIBITS
Exhibit No. Description
4.1 Registration Rights Agreement dated July 2, 2001 between
GenesisIntermedia, Inc. and Riverdale LLC
4.2 Warrant Agreement dated July 2, 2001 between GenesisIntermedia,
Inc. and Riverdale, LLC
10.1 Commitment Letter dated July 2, 2001 between GenesisIntermedia,
Inc. and Ichan & Co., Inc.
99.1 Press release dated July 2, 2001
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