-----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, BmGgM2oGBjWuiIMUIRWAorq8GBQ/rDbNsFq9ck062R34sC/YrSQHBJYF8Dfx3hk7 uZCGCs896tmS/PLEPmAUUw== 0000940180-99-001046.txt : 19990906 0000940180-99-001046.hdr.sgml : 19990906 ACCESSION NUMBER: 0000940180-99-001046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990819 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS DIRECT INC CENTRAL INDEX KEY: 0001056326 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 223449666 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24173 FILM NUMBER: 99705940 BUSINESS ADDRESS: STREET 1: GENESIS DIRECT INC STREET 2: 100 PLAZA DRIVE CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2108672800 MAIL ADDRESS: STREET 1: GENESIS DIRECT INC STREET 2: 100 PLAZA DRIVE CITY: SECAUCUS STATE: NJ ZIP: 07094 8-K 1 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 August 19, 1999 - -------------------------------------------------------------------------------- Date of Report (Date of earliest event reported) GENESIS DIRECT, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-24173 22-3449666 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 Plaza Drive, Secaucus, New Jersey 07094 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (201) 867-2800 -------------- INFORMATION TO BE INCLUDED IN THE REPORT Item 3. Bankruptcy or Receivership. - ------- -------------------------- On August 19, 1999, Genesis Direct, Inc. and substantially all of its subsidiaries (collectively, the "Debtors") filed petitions for reorganization under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. Sections 101 et seq. The petitions were filed in the United States Bankruptcy Court in Newark, New Jersey. The petition for Genesis Direct, Inc. was assigned Case No. 99- 39299 (NLW), and was assigned to Judge Novalyn L. Winfield. The Debtors are continuing to operate their business and their assets as debtors-in-possession. No trustee has been appointed. Registrant's press release dated August 19, 1999 is filed herewith as Exhibit 20 and is incorporated herein by reference. Item 4. Changes in Registrant's Certifying Accountant. - ------ --------------------------------------------- a. Prior to the bankruptcy filing, Ernst & Young LLP ("Ernst & Young") served as the Registrant's independent accountants. On August 31, 1999, the Registrant determined not to proceed with Ernst & Young's continued service as its accountants during bankruptcy because the Registrant and Ernst & Young have been unable to agree on the compensation terms of such an engagement, including the payment of pre-petition amounts due to Ernst & Young. b. Ernst & Young's report on Registrant's financial statements for the fiscal year ended March 27, 1999 was qualified by the following paragraph: The accompanying financial statements have been prepared assuming Genesis Direct, Inc. will continue as a going concern. As more fully described in Note 2, the Company has incurred operating losses since inception, has an accumulated deficit of $248.2 million at March 27, 1999, and has working capital of $8.3 million, inclusive of $49.6 million representing the estimated net realizable value of net assets available for sale. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. c. The Registrant has not had any disagreements with Ernst & Young, and there have not been any reportable events, in each case which would require disclosure under Item 304 of Regulation S-K. d. The Registrant has requested that Ernst &Young furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements, which letter is filed herewith as Exhibit 16. e. On August 31, 1999, the Board of Directors of the Registrant approved engaging Arthur Anderson LLP ("Arthur Anderson") as accountants and financial advisors to assist the Registrant in its reorganization. The Registrant has not consulted with Arthur Anderson on any matter which would require disclosure under Item 304 of Regulation S-K. Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (c) Exhibits. ---------- 16. Letter from Ernst & Young to the Securities and Exchange Commission regarding the change in Registrant's certifying accountant. 20. Press release of Registrant dated August 19, 1999. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized. GENESIS DIRECT, INC. -------------------- (Registrant) By /s/ Harry Usher ----------------------- Chief Executive Officer Date: September 3, 1999 EXHIBIT INDEX Sequentially Exhibit Numbered Page - ------- ------------- 16. Letter from Ernst & Young to the Securities and Exchange Commission regarding the change in Registrant's certifying accountant. 20. Press release of Registrant dated August 19, 1999. EX-16 2 LETTER FROM ERNST AND YOUNG TO THE SEC Exhibit 16 ---------- Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: We have read Item 4 of Form 8-K dated September 3, 1999 of Genesis Direct, Inc., and are in agreement with the statements contained in paragraphs a, b, and c therein. We have no basis to agree or disagree with other statements contained therein. /s/ Ernst & Young LLP September 3, 1999 EX-20 3 PRESS RELEASE DATED AUGUST 19, 1999 Exhibit 20 ---------- For: Genesis Direct, Inc. (d.b.a. PROTEAM.com) Contact: Fred Larcombe (201) 867-2800 For Immediate Release --------------------- PROTEAM.COM ANNOUNCES VOLUNTARY CHAPTER 11 FILING - Restructuring Will Assist Company in Maintaining Its Leadership Position In the Fan-Based Sports Market - Secaucus, New Jersey, August 19, 1999 - Genesis Direct, Inc., doing business as PROTEAM.com, (Nasdaq:PRTM) stated today that it has filed a voluntary petition to reorganize under Chapter 11 of the United States Bankruptcy Code. Under Chapter 11, PROTEAM.com will continue to operate its business under court protection from creditors while it formulates a reorganization plan. The petition was filed in the U.S. Bankruptcy Court of Newark, New Jersey. The Company determined that seeking Chapter 11 protection was appropriate in order to continue the operation of its core business. PROTEAM.com has obtained debtor-in-possession (DIP) financing to fund its ongoing operations. Harry Usher, recently appointed by the Board as Chief Executive Officer of PROTEAM, stated, "While the decision to file for Chapter 11 was difficult to make, it clearly represented the most viable option as we pursue a restructuring plan for our Company. Our core sports business is strong, and PROTEAM continues to be the leader in innovative thinking as proven by its groundbreaking ability to combine television, print, radio and Internet marketing and sales strategies. Due to these factors, we expect to emerge from this process the continued leading e-tailer in the fan-based sports market." PROTEAM.com is a leading e-tailer specializing in the marketing and sales of sports and sports related products to both fans and participants. The Company offers products directly to consumers through several targeted websites and complementary catalogs, television and radio advertising and other electronic broadcast and print media. This press release contains forward-looking statements within the meaning of the applicable federal securities laws. Such forward-looking statements include, among other things, the Company's plans to implement its growth strategies, increase it Internet website presence, increase its access to Internet users, dispose of its non-sports assets, improve its financial performance, reduce its fixed cost structure and improve its fulfillment capabilities. Such forward- looking statements also include the Company's expectations concerning factors affecting the markets for its products, such as consumer demand, general market conditions and Internet access. Actual results could differ from those projected in any forward-looking statements. Factors that could cause actual results to differ from those anticipated are detailed in PROTEAM.com's filings with the Securities and Exchange Commission. The forward-looking statements are made as of June 28, 1999 and the Company assumes no obligation to update the forward- looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth herein and the other information set forth from time to time in the Company's reports filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934. # # # -----END PRIVACY-ENHANCED MESSAGE-----