-----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, PtA8GeA5Oc6FNSB+WlZQ1irMXntXLrllMB5mHbXw+Mam6bsgfmDdWD/D8TfwgkCw jDZxaYWRitCeoPKN26vYcw== /in/edgar/work/20000913/0000912057-00-041203/0000912057-00-041203.txt : 20000922 0000912057-00-041203.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-041203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000823 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPINROCKET COM INC CENTRAL INDEX KEY: 0001076682 STANDARD INDUSTRIAL CLASSIFICATION: [5735 ] IRS NUMBER: 061529524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-70663 FILM NUMBER: 722079 BUSINESS ADDRESS: STREET 1: 29 WEST 57TH STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2036029994 MAIL ADDRESS: STREET 1: BEDFORD TOWERS STREET 2: 444 BEDFORD STREET SUITE 8 CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: CDBEAT COM INC DATE OF NAME CHANGE: 19990503 FORMER COMPANY: FORMER CONFORMED NAME: SMD GROUP INC DATE OF NAME CHANGE: 19990113 8-K 1 a2025657z8-k.txt 8-K 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 11, 2000 Commission File No. 333-70663 - -------------------------------------------------------------------------------- Spinrocket.com, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 06-1529524 - ------------------------------- ---------------------------- (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) 29 West 57th Street, 9th Floor, New York, NY 10019 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (212) 583-0300 -------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. On September 11, 2000, the Company filed an Amendment to its Certificate of Incorporation pursuant to which the name of the Company was changed from "Spinrocket.com, Inc." to "ConnectivCorp." The Company hereby incorporates by reference herein the matters announced in the Company's press release dated August 23, 2000 (such press release is filed as Exhibit 99.1 hereto). Item 7. Financial Statements and Exhibits. (c) Exhibits. The following documents are being filed herewith by the Company as exhibits to this Current Report on Form 8-K: 3.1 Certificate of Amendment to the Certificate of Incorporation of Spinrocket.com, Inc. dated September 11, 2000 99.1 Press release of the Company dated August 23, 2000. 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: September 13, 2000 SPINROCKET.COM, INC. By: /s/ Robert Miller -------------------------- President and Chief Executive Officer (Principal Executive Officer) EXHIBIT NO. EXHIBITS 3.1 Certificate of Amendment to the Certificate of Incorporation of Spinrocket.com, Inc. dated September 11, 2000 99.1 Press release of the Company dated August 23, 2000. EX-3.1 2 a2025657zex-3_1.txt EXHIBIT 3.1 EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SPINROCKET.COM, INC. It is hereby certified that: 1. The name of the corporation (hereinafter called the "Corporation") is "SPINROCKET.COM, INC." 2. The certificate of incorporation of the Corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article: "FIRST: The name of the corporation is ConnectivCorp (hereinafter referred to as the "Corporation")." 3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation law of the State of Delaware. THE UNDERSIGNED, being an officer of Spinrocket.com, Inc. for the purposes of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation law of the State of Delaware, does make this Amended Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand as of this 11th day of September, 2000. /s/ Robert Miller ----------------------------- Robert Miller President EX-99.1 3 a2025657zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 SPINROCKET.COM TO BE RENAMED CONNECTIVCORP FORMS CONNECTIVHEALTH, NEW HEALTHCARE SUBSIDIARY NEW YORK, Aug. 23 /PRNewswire/ -- Spinrocket.com, Inc. (OTC Bulletin Board: SRKT - NEWS) today announced that, effective September 11, 2000, it is changing its name to ConnectivCorp. The Company also announced the formation of ConnectivHealth, a new wholly owned subsidiary concentrating in the healthcare field. The Company changed its name to ConnectivCorp to better reflect and describe the Company's current strategic direction. The Company's business model is to facilitate the online connection between aggregated, targeted, profiled consumers, and marketers desiring to reach those consumers. The Company thus will act as a middleman between consumers and marketers, matching them on a fully opted-in, individualized basis. The Company believes that its connectivity services are applicable to various industries, including healthcare, music, film, education and online games. As the initial focus for its connectivity model, the Company has selected the healthcare field and has established ConnectivHealth as its entry into that market. "Since the closing of our business combination between CDBeat and Cakewalk LLC in November 1999, the Company has carefully and painstakingly formulated, developed and evolved its business model with the help of various outside consultants," said Robert Miller, President and CEO. "Our objective was to determine the best direction for the Company given its background, resources and capabilities. We began by focusing on the entertainment business, given the original orientation of CDBeat's software and Cakewalk's content. However, we soon realized that the Company's connectivity capabilities would be applicable to several additional industries. After much further consideration, the Company determined that the healthcare field presents the best initial opportunity for the Company to implement its connectivity concept. Eventually, the Company plans to extend its connectivity services into other industries." Speaking about ConnectivHealth, Mr. Miller stated: "For consumers, patients and caregivers, ConnectivHealth will offer tailored healthcare options, solutions and referrals that can be of personal benefit. For pharmaceutical companies, insurers, HMOs and other healthcare marketers, ConnectivHealth will facilitate their ability to communicate directly with particular consumers, patients and caregivers regarding matters such as new drug treatments and therapies, compliance issues and opportunities to participate in clinical trial research studies." The Company's name change will become effective following expiration of a statutory SEC notice period, which is scheduled to occur on September 11, 2000. At that time, the Company also plans to change its stock symbol. Safe Harbor statement under the Private Securities Litigation Reform Act of 1995. This press release may contain forward-looking statements relating to future performance, technology and product development that may impact future results and the future viability of the company. Actual results could be affected or differ materially from those projected in the forward-looking statements as a result of various risk factors. More information about factors that potentially could affect ConnectivCorp's financial results is included in Spinrocket's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----