UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Webb Interactive Services, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
94748P 10 4
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(CUSIP Number)
Jean M. Davis
Gray Plant Mooty
33 South Sixth Street, Suite 3400
Minneapolis, MN 55402
(612) 343-2800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 17, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 94748P 10 4
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Jona, Inc. 83-0323119
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2. Check the Appropriate Box if a Member of a Group (See Instructions) **
(a) ...................................................
(b) ...................................................
** Joint Filing
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ......................
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6. Citizenship or Place of Organization Wyoming
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7. Sole Voting Power -0-**
Number of ----------------------------------------------------------------
Shares
Beneficially 8. Shared Voting Power 2,260,000 (includes 1,160,000
Owned by shares that may be acquired upon exercise of a common
Each stock purchase warrant)**
Reporting ----------------------------------------------------------------
Person With
9. Sole Dispositive Power -0-**
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10. Shared Dispositive Power 2,260,000 (includes 1,160,000
shares that may be acquired upon exercise of a common
stock purchase warrant)**
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** See Item 5.
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,260,000(includes 1,160,000 shares that may be acquired upon exercise
of a common stock purchase warrant)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ..................
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13. Percent of Class Represented by Amount in Row (11) 18.1%
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14. Type of Reporting Person (See Instructions)
CO
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SCHEDULE 13D
CUSIP No. 94748P 10 4
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Neil A. McMurry
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2. Check the Appropriate Box if a Member of a Group (See Instructions) **
(a) ...................................................
(b) ...................................................
** Joint filing
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3. SEC Use Only ...........................................
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4. Source of Funds (See Instructions) Not applicable (all funds were
supplied by Jona, Inc.)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ..........................................
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6. Citizenship or Place of Organization Wyoming
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7. Sole Voting Power -0-**
Number of ----------------------------------------------------------------
Shares
Beneficially 8. Shared Voting Power 2,275,000 (includes 1,160,000
Owned by shares that may be acquired upon exercise of a common
Each stock purchase warrant)**
Reporting ----------------------------------------------------------------
Person With
9. Sole Dispositive Power -0-**
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10. Shared Dispositive Power 2,275,000 (includes 1,160,000
shares that may be acquired upon exercise of a common
stock purchase warrant)**
**See Item 5.
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,275,000
(includes 1,160,000 shares that may be acquired upon exercise of a
common stock purchase warrant)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ..................
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13. Percent of Class Represented by Amount in Row (11) 18.2%
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14. Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer.
The class of equity security to which this schedule relates is Common Stock, no
par value, of Webb Interactive Services, Inc. ("Webb"). The name and address of
the principal executive offices of the issuer of such securities are Webb
Interactive Services, Inc., 1899 Wynkoop, Suite 600, Denver, CO 80202.
Item 2. Identity and Background.
(a), (b) and (c)
Jona, Inc. ("Jona"), 1701 East E. Street, Casper, Wyoming, 82601, is a Wyoming
corporation, principally engaged in the business of investing in technology
companies- and other lawful businesses. Neil A. McMurry, 1701 East E. Street,
Casper, Wyoming, 82601, is an individual, whose principal occupation is as
President, Treasurer and Secretary of NERD Gas Company. The principal offices of
NERD Gas Company are located at 1701 East E. Street, Casper, Wyoming, 82601.
Information is provided below with respect to persons who are directors and
executive officers of the reporting persons.
Neil A. McMurry, President, Treasurer, Secretary and Director, Jona, Inc., 1701
East E. Street, Casper, Wyoming 82601.
(d) and (e)
To the knowledge of the reporting persons, none of the reporting persons or any
of the persons listed above in this Item 2 has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was, during the last five years, a party to a civil proceeding
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f)
Jona, Inc. is a corporation organized under the laws of the State of Wyoming.
Mr. McMurry is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
This schedule relates to a Securities Purchase Agreement entered into as of
January 17, 2002 (the "Purchase Agreement") between Jona, Inc. and Webb.
Pursuant to the terms of the Purchase Agreement, Jona, Inc. purchased 1,100,000
units (the "Units") of Webb's securities at an aggregate purchase price of
$1,100,000, with each Unit consisting of one share of Common Stock of Webb and
one warrant to purchase one additional share of Common Stock of Webb (the
"Warrants") exercisable at a price of $1.00 per share at any
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time during the five years following January 17, 2002. The Purchase Agreement
contemplates additional purchases by Jona, Inc. of up to $6,400,000 of Units, at
a purchase price of $1.00 per Unit, contingent upon the satisfaction of certain
conditions by Webb and its subsidiary, Jabber, Inc., including but not limited
to, approval of the transactions contemplated by the Purchase Agreement by the
shareholders of Webb. Funds for the purchase of the Units, including any shares
purchased upon exercise of the Warrants, have been and will be provided out of
the working capital of Jona, Inc.
Item 4. Purpose of Transaction.
Jona, Inc. purchased the Units solely for investment purposes. Based upon their
evaluation of Webb's business, prospects and financial condition, market
conditions, other opportunities available to Jona, Inc. and other factors they
deem material, the reporting persons may seek to acquire additional shares of
Common Stock of Webb in the open market or in private transactions, or may
dispose of all or any portion of the shares of Common Stock of Webb currently
owned or which may be acquired upon exercise of the Warrants.
Under the terms of the Purchase Agreement, Jona, Inc. has agreed to purchase a
total of 5,000,000 Units at a purchase price of $1.00 per Unit, of which
1,100,000 Units were purchased on January 17, 2002 at the time of the signing of
the Purchase Agreement. In addition, the Purchase Agreement grants Jona, Inc. an
option to purchase up to an additional 2,500,000 Units at a purchase price of
$1.00 per share that expires on August 31, 2002 if not previously exercised. The
purchase of the remaining Units under the Purchase Agreement is subject to
satisfaction of certain conditions including but not limited to approval of the
transactions contemplated by the Purchase Agreement by the shareholders of Webb.
Pursuant to the terms of the Purchase Agreement, Webb has agreed to (1) amend
its bylaws to require the unanimous consent and approval of all members of the
Board of Directors in attendance at a duly convened meeting of the Board of
Directors prior to (i) incurring indebtedness for borrowed money, if such
borrowing would result in Webb's then outstanding liability for all such then
outstanding borrowings to exceed $1,000,000; (ii) taking any actions that
results in the redemption of any of Webb's outstanding shares of Common Stock or
Preferred Stock; (iii) approving any merger, other corporate reorganization,
sale of control of Webb or any transaction in which substantially all of the
assets of Webb are sold; or (iv) approving an amendment to or waiving any of the
provisions of Webb's articles of incorporation or bylaws; (2) cause two nominees
of Jona, Inc. to be elected to the Board of Directors (the "Jona Directors");
and (3) use its best efforts to cause the Jona Directors to be elected to the
Board of Directors so long as Jona, Inc. (or its affiliates) beneficially owns
25% or more of Webb's Common Stock.
In connection with the purchase of Units, Jona, Inc. loaned Webb $900,000
pursuant to the terms of a promissory note dated as of January 17, 2002 bearing
interest at the rate of 10% per annum (the "Note"). In addition, in connection
with a letter of intent with respect to the purchase of the Units, Jona, Inc.
loaned Webb $300,000 (the "Bridge
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Loan"). All principal and accrued interest under both the Note and the Bridge
Loan is due and payable on demand at any time on or after April 30, 2002. The
repayment of the Note and Bridge Loan is secured by an aggregate of 4,800,000
shares of Series C Convertible Preferred Stock of Jabber, Inc., a subsidiary of
Webb, presently owned by Webb. In addition, in connection with the Bridge Loan,
Jona, Inc. was issued a warrant (the "Bridge Warrants") to purchase 60,000
shares of the Common Stock of Webb at $2.50 per share, which was reduced to
$1.00 per share in connection with the purchase of the Units.
Except as set forth above or as provided for in the Purchase Agreement, the
reporting persons presently do not have definitive plans or proposals that
relate to or would result in transactions described in paragraphs (a) through
(j) of Item 4 of Schedule 13D, but may, at any time and from time to time,
review, reconsider and discuss with Webb or others the reporting persons'
positions with respect to Webb that could thereafter result in the adoption of
such plans or proposals.
Item 5. Interest in Securities of the Issuer.
(a) Mr. McMurry, through Jona, Inc., is the beneficial owner of 2,260,000
shares of Common Stock of Webb (including 1,160,000 shares which are not
outstanding but which may be purchased upon exercise of the Warrants and the
Bridge Warrants). Mr. McMurry, together with has spouse as joint tenants, is the
direct owner of 15,000 shares of Common Stock of Webb. The total of such amounts
represents approximately 18.2% of the outstanding Common Stock of Webb (assuming
the exercise of the Warrants and the Bridge Warrants). To the knowledge of the
reporting persons, no other person named in Item 2 beneficially owns any Common
Stock of Webb.
(b) Mr. McMurry, through Jona, Inc., has the sole power to vote and the
sole power to dispose of all shares of Common Stock of Webb beneficially owned
by him. Mr. McMurry has the sole power to vote and the sole power to dispose of
all shares of Common Stock of Webb directly owned by him and his spouse as a
joint tenants.
(c) The only transaction in the Common Stock of Webb that was effected by
any person named in Section 5(a) above during the past sixty days, are the
following:
1. The acquisition of 1,100,000 shares of Common Stock of Webb and Warrants and
Bridge Warrants to purchase up to 1,160,000 shares of Common Stock of Webb as
reported in Items 3 and 4 above; and
2. On December 28, 2001, Mr. McMurry together with his spouse made the following
sales of Common Stock of Webb: 3,000 shares at $0.69 per share; 5,000 shares at
$0.70; 500 shares at $0.75 per share; and 6,500 shares at $0.79 per share. The
foregoing per share prices exclude commissions.
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(d) Mr. McMurry's spouse has the right to receive, and the power to direct
the receipt of dividends from, or the proceeds of the sale of, the shares of the
Common Stock of Webb directly held by Mr. McMurry and his spouse as joint
tenants.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
As described in Item 3 above, Jona, Inc. is a party to the Purchase Agreement
pursuant to which Jona, Inc. acquired 1,100,000 shares of Common Stock of Webb
and Warrants and Bridge Warrants to purchase up to an additional 1,160,000
shares of Common Stock of Webb, and may acquire additional shares of Common
Stock of Webb subject to the satisfaction of certain conditions. As part of the
transactions contemplated by the Purchase Agreement, Webb and Jona, Inc. entered
into a Registration Rights Agreement dated as of January 17, 2002 (the
"Registration Agreement") requiring Webb, among other things, to prepare and
file with the Securities and Exchange Commission a Registration Statement on
Form S-3 on or before May 1, 2002 covering the resale by Jona, Inc. of up to
7,500,000 shares of Common Stock of Webb issued under the Purchase Agreement and
up to 7,500,000 shares of Common Stock underlying the Warrants (collectively,
the "Registrable Securities"). The Registration Agreement also provides certain
incidental registration rights to Jona, Inc. with respect to the Registrable
Securities.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
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1 Securities Purchase Agreement
2 Warrant to Purchase common Stock
3 Registration Rights Agreement
4 Pledge and Security Agreement
5 Promissory Note
6 Joint Filing Agreement
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: January 28, 2002 JONA, INC.
By: /s/ Neil A. McMurry
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Its: President
Date: January 28, 2002 /s/ Neil A. McMurry
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Neil A. McMurry
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