Amendment to a previously filed 8-K
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 28, 2003 FRONTLINE COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-15673 13-3950283 (Commission (State or other jurisdiction of File Number) (I.R.S. Employer incorporation) Identification No.) One Blue Hill Plaza, Pearl River, New York 10965 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (845) 623-8553
Item 2. Acquisition or Disposition of Assets. On April 28, 2003, the Registrant executed an Addendum to the Amended and Restated Stock Purchase Agreement dated April 3, 2003 between the Registrant, Proyecciones y Ventas Organizadas, S.A. de C.V., Ventura Martinez del Rio, Jr. and Ventura Martinez del Rio, Sr. Exhibit No. Description 2.3 Addendum to Amended and Restated Stock Purchase Agreement between Frontline Communications Corporation, Proyecciones y Ventas Organizadas, S.A., Ventura Martinez Del Rio, Sr. and Ventura Martinez Del Rio, Jr. dated April 3, 2003.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRONTLINE COMMUNICATIONS CORPORATION (Registrant) Dated: May 6, 2003 By: /s/ Stephen J. Cole-Hatchard -------------------------- Stephen J. Cole-Hatchard Chief Executive Officer, President and Director
Exhibit 2.3 ADDENDUM TO AMENDED AND RESTATED STOCK PURCHASE AND ACQUISITION AGREEMENT DATED APRIL 3, 2003 This addendum dated as of April 28, 2003 (this "Addendum"), modifies and supplements that certain Amended and Restated Stock Purchase and Acquisition Agreement dated April 3, 2003 (the "Agreement"), by and among Frontline Communications Corp. ("Frontline"), Proyecciones y Ventas Organizadas, S.A. de C.V. ("Provo"), Ventura Martinez del Rio Requejo ("Requejo") and Ventura Martinez del Rio Arrangoiz ("Arrangoiz"). Capitalized not specifically defined herein, shall have the respective meanings ascribed to them in the Agreement. In the event of a conflict between the Agreement and this Addendum, the terms of this Addendum shall control. 1. Page 3, Section 3.01(a) of the Agreement shall be amended by deleting it in its entirety and substituting it with the following: "(a)In return for the sale of all right, title and interest in the Provo Shares, Arrangoiz and Requejo will receive an aggregate total of two hundred and twenty thousand (220,000) shares of Series C Convertible Preferred Stock (the "Series C Preferred") of Buyer and said shares shall be fully paid, non-assessable and free of any and all Encumbrances. The parties agree that the
purchase price for the Provo Shares shall be P$83.30 Mexican Pesos per share and that the exchange rate used for all transactions hereunder shall be P$10.66 Mexican Peso : US$1 Dollar. Consequently, the Mexican tax basis for the Series C Preferred shall be $6.82 Dollars per share of Series C Preferred. The terms of the Series C Preferred shall be set forth in the Certificate of Designation of Series C Convertible Preferred Stock (the "Series C Certificate of Designation"). 2. The original Agreement, as modified by this Addendum, is hereby ratified and confirmed in all respects, is in full force and effect, and is binding on and enforceable against the parties in accordance with its terms. 3. This Addendum may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 4. This Addendum shall be governed by the laws of the State of New York. [SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the parties has caused its duly authorized representative to execute this Amendment on the day and year first above written. Frontline Communications Corp. /s/ Stephen J. Cole-Hatchard By: Stephen J. Cole-Hatchard CEO Proyecciones y Ventas Organizadas, S.S. de C.V. /s/ Ventura Martinez del Rio Arrangoiz By: Ventura Martinez del Rio Arrangoiz Chairman /s/ Ventura Martinez del Rio Arrangoiz Ventura Martinez del Rio Arrangoiz, individually /s/ Ventura Martinez del Rio Requejo Ventura Martinez del Rio Requejo, individually