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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
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October 1, 2002
Crosswalk.com, Inc.
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(Exact name of registrant as specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
00-22847
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(Commission File Number)
54-1831588
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(IRS Employer Identification No.)
4100 Lafayette Center Dr., Suite 110
Chantilly, Virginia 20151
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(Address of principal executive offices) (Zip Code)
(703) 968-4808
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(Registrant's telephone number, including area code)
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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CROSSWALK.COM, INC.
FORM 8-K
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 25, 2002, Crosswalk.com, Inc. (the "Company") received formal
notification that Ernst & Young LLP ("E&Y") resigned as the Company's principal
Independent Public Accountants.
During the Company's two most recent fiscal years and the interim period
preceding termination, there were no disagreements between the Company and E&Y
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of E&Y would have caused it to make reference to
the subject matter of the disagreement(s) in connection with its report. E&Y has
advised the Company by letter dated October 1, 2002 that it agrees with the
statements made by the Company in response to Item 304(a) of Regulation S-B in
this report on Form 8-K.
E&Y's report on the Company's financial statements for fiscal year 2000 did not
contain an adverse opinion or disclaimer of opinion, and were not modified as to
uncertainty, audit scope or accounting principles. For fiscal year 2001, E&Y's
report on the Company's financial statements included an opinion of substantial
doubt about the Company's ability to continue as a going concern.
Effective September 30, 2002, Johnson, Miller & Co. was engaged as the new
independent accountant for the Company. The decision to engage Johnson, Miller &
Co. was recommended by the Audit Committee of the Board of Directors of the
Company and was also approved by the Board of Directors.
During the two fiscal years ended December 31, 2000 and December 31, 2001 and
the period from January 1, 2002 to September 30, 2002 the Company did not
consult Johnson, Miller & Co. regarding the application of accounting principles
to a specific transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements; or any
matter that was either the subject of a disagreement or a reportable event.
ITEM 5. OTHER
On Thursday, September 19, 2002, the Company held a Special Meeting of
Stockholders to vote upon three proposals. Proxies for the meeting were
solicited pursuant to Regulation 14A under the Exchange Act.
In the first proposal, the Company sought the approval of the $4.1 million cash
sale of substantially all of the assets, used, required, useful or otherwise
relating to the ownership, development and operations of the crosswalk.com
website, pursuant to the asset purchase agreement, dated as of August 19, 2002,
by and among Crosswalk.com, Inc. and Oneplace, LLC, a wholly owned subsidiary of
Salem Communications Corporation, in the form of Annex A attached to the proxy
statement.
The result of the election was 6,455,931 shares or 63.1 % of the shares
outstanding and eligible to vote, voting in favor, with 246,739 shares voting
against, and 2,430 shares voting to abstain. Thus by majority vote of the shares
outstanding and eligible to vote, the $4.1 million cash sale of substantially
all of the assets used, required, useful or otherwise relating to the ownership,
development and operations of the crosswalk.com website, to Oneplace, LLC,
stands approved. The Company anticipates closing on this transaction within the
next few weeks.
The second proposal sought shareholder approval of the Business Plan of AMEN
Properties. This business plan, as presented in the proxy statement, is for
future business operations of the Company to acquire assets, which the Company
believes will increase the equity value of the firm, while yielding significant
ordinary income, all in an effort to fully utilize the net operating loss carry
forward position the Company has generated. The Company intends to focus on
value added plays in three distinct arenas that have historically generated
large amounts of ordinary income. These three areas are Office Buildings in
Secondary Stagnant Markets, Office Buildings in Out of Favor Growth Markets, and
Oil and Gas Royalties. Approval of this Business Plan will also involve a change
in the Company's name to "AMEN Properties, Inc.", which is the subject of
Proposal Three.
The result of the election was 5,057,600 shares or 95.3% of the votes cast,
voting for the proposal, 223,267 shares voting against, and 23,445 shares voting
to abstain. Thus, by majority of the votes cast, the Business Plan of Amen
Properties was approved.
The Company's Board of Directors has approved an amendment to the Company's
Certificate of Incorporation to change the name of the Company to AMEN
Properties, Inc. In light of the asset sale and the Company's new Business Plan
going forward after asset sale closure, the Board of Directors believes that
this name change is appropriate. AMEN Properties, Inc. reflects the vision and
mission of the Plan to provide returns to investors through the select
acquisition of cash producing properties and other assets. Therefore, the
shareholders were requested to approve proposal three to approve an amendment to
the Company's certificate of incorporation to change the name of the Company to
AMEN Properties, Inc.
The result of the election was 9,738,265 shares or 97.8% of the votes cast,
voting for the proposal, 220,999 shares voting against, and 1,730 shares voting
to abstain. Thus by majority of the votes cast, the proposal to amend the
Company's certificate of incorporation to change the name of the Company to AMEN
Properties, Inc. is approved.
After the adjournment of the Special Meeting of Stockholders, the Company's
Board of Directors held a meeting, which consistent with proxy statement
disclosure, resulted in the appointment of Eric Oliver as Chairman and Chief
Executive Officer, replacing the resigning Jim Buick, Chairman of the Company
since 1998 and Scott Fehrenbacher, Chief Executive Officer and President since
2001. Jon Morgan was appointed to the newly formed position of President and
Chief Operating Officer. Bruce Edgington and Earl Gjelde will remain on the
Board of Directors and, along with Mr. Oliver, will be the members of the Audit
Committee, with Mr. Edgington as chair. Max Carey who served on the Board of
Directors since 1997 and Dr. Ike Reighard, elected to the Board of Directors in
May of 2002 also voluntarily resigned in full support of the Company's new
direction.
The Company will be located at 303 W. Wall Street, Suite 1700, Midland, Texas
79701. The mailing address is P.O. Box 2888 Midland, TX 79702. The telephone
number is 915-684-3821.
The Company will effectuate the name change to AMEN Properties, Inc. immediately
after the imminent closing of the transaction with Oneplace, LLC.
FORWARD LOOKING STATEMENTS
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This Form 8-K contains certain "forward-looking statements" which represents the
Companys's expectations or beliefs, including, but not limited to, statements
concerning the AMEN Properties approved Business Plan and the closing of the
transaction with Oneplace, LLC. Any statements contained in this Form 8-K that
are not statements of fact may be deemed to be "forward-looking statements." In
some cases, "forward-looking statements" can be identified by the use of
terminology such as "may," "will," "expects," "believes," "plans,"
"anticipates," "imminent," "potential," or "continue," or the negative thereof
or other comparable terminology. Although the Company believes that the
expectations reflected in its forward-looking statements are reasonable, it can
give no assurance that such expectations or any of its "forward-looking
statements" will prove to be correct, and actual results could differ materially
from those projected or assumed in the Company's "forward-looking statements."
ITEM 7. EXHIBITS
The following exhibit is filed herewith and this list constitutes the exhibit
index.
EXHIBIT NO. DOCUMENT DESCRIPTION
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16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated October 1, 2002.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Crosswalk.com, Inc.
Date: October 1, 2002 By: /s/ Eric Oliver
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Eric Oliver
Chairman of the Board of Directors
and Chief Executive Officer