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): January 11, 2002
(December 19, 2001)
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RAINWIRE PARTNERS, INC.
Delaware 0-23892 57-0941152
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(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction of
incorporation)
Monteith Commons, First Floor, 2931 Piedmont Road, N.E., Atlanta, GA 30305
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(Address of principal executive offices)
404-842-1510
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS.
On December 19, 2001, Rainwire Partners, Inc. ("Rainwire") and Oasis
Group, Inc., a Georgia corporation ("Oasis") entered into an Amended and
Restated Plan and Agreement to Exchange Stock. At the closing of the share
exchange, Oasis shareholders as a group will receive 16,289,141 shares of
Rainwire common stock, or approximately 94.25% ownership of Rainwire on a
fully-diluted basis, in exchange for all of the shares of Oasis stock. As a
result of the share exchange, Oasis will become a wholly-owned subsidiary of
Rainwire.
This transaction is subject to customary closing conditions, including
the approval of Oasis' stockholders and the effectiveness of a Registration
Statement on Form S-4 that the parties intend to file in connection with the
transaction.
The foregoing description is not a description of all material terms of
the transaction. You should read the Agreement, which is attached as an exhibit
to this report for a more complete understanding of the transaction.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibit
1.1 Amended and Restated Plan and Agreement to Exchange
Stock by and between Rainwire Partners, Inc. and
Oasis Group, Inc., dated as of December 19, 2001.
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 hereto duly authorized.
RAINWIRE PARTNERS, INC.
(Registrant)
Dated: January 11, 2002 By /s/ Lyne Marchessault
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Lyne Marchessault
President