UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported event): July 16, 2003
YP.NET, INC.
(Exact name of registrant as specified in charter)
NEVADA 000-24217 85-0206668
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4840 EAST JASMINE STREET, SUITE 105, MESA, ARIZONA 85205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 654-9646
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On July 8, 2003, YP.Net, Inc. (the "Company"), entered into an Exclusive
Domain License agreement with Onramp Access, Inc. ("Onramp"), which allows the
Company the exclusive use of the domain name www.yp.com. The Company paid
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$250,000 and 100,000 shares of its common stock as consideration for this
agreement. The term of the license agreement is three years. According to the
agreement, there are certain circumstances whereby the Company would become the
owner of this domain name. Generally, these provisions include:
- if the price of the Company's common stock maintains an open and close
price above $3.00 per share for three consecutive trading days after
all restrictions on the common stock have been removed, or
- if OnRamp has sold all 100,000 of its shares of the Company, or
- if either the Company or Onramp exercise their rights to convert the
license agreement into a purchase and sale agreement whereby the
Company can exercise its right to repurchase the outstanding shares
held by Onramp (at a price that is the higher of $3.00 per share or
the average closing price of the common stock for the three days prior
to the notice of the exercise of the call),or Onramp exercises its
right to put the stock to the Company at $3.00 per share. Onramp's put
right exists only between June 1, 2006 and September 1, 2006.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits. The following documents are filed as exhibits to this
report:
10.1 Exclusive Domain Name License Agreement between Onramp
Access, Inc., and Telco Billing, Inc., dated as of July 8,
2003
99.1 Press release issued July 21, 2003
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.
YP.NET, INC.
Date: July 21, 2003 /s/ ANGELO TULLO
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Angelo Tullo,
Chief Executive Officer