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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WEBB INTERACTIVE SERVICES, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, no par value
________________________________________________________________________________
(Title of Class of Securities)
94748P 10 4
_______________________________________________________________
(CUSIP Number)
Rick Hauser
Gray, Plant, Mooty, Mooty & Bennett, P.A.
33 South Sixth Street, Suite 3400
Minneapolis, MN 55402
(612) 343-2800
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 2002
_______________________________________________________________
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), 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 (S)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).
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SCHEDULE 13D
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CUSIP NO. 94748P 10 4 PAGE 1 OF 1 PAGE
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jona, Inc. 83-0323119
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
2 (a) [_]
** Joint Filing (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Wyoming
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SOLE VOTING POWER
7
NUMBER OF
0**
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 17,560,000
(includes 10,060,000 shares that may be acquired upon
OWNED BY exercise of a common stock purchase warrant)**
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
0**
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 17,560,000
(includes 10,060,000 shares that may be acquired upon
exercise of a common stock purchase warrant)**
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 17,560,000
(includes 10,060,000 shares that may be acquired upon exercise of a
common stock purchase warrant)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
(See instructinos)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
52.6%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP NO. 94748P 10 4 PAGE 1 OF 1 PAGE
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neil A. McMurry
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
2 (a) [_]
** Joint Filing (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
Not applicable (all funds were suppled by Jona, Inc.)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Wyoming
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SOLE VOTING POWER
7
NUMBER OF
0**
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 17,560,000
(includes 10,060,000 shares that may be acquired upon
OWNED BY exercise of a common stock purchase warrant)**
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0**
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 17,560,000
(includes 10,060,000 shares that may be acquired upon
exercise of a common stock purchase warrant)**
**See Item 5.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 17,560,000
(includes 10,060,000 shares that may be acquired upon exercise of a
common stock purchase warrant)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
(See instructinos)
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
52.6%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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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. The principal offices of NERD
GAS 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 a total of
7,500,000 units (the "Units") of Webb's securities at an aggregate purchase
price of $7,500,000, 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 time during the five years following the date of
issuance. Jona, Inc. also received an additional five-year warrant to purchase
2,500,000 shares of Common Stock of Webb at an exercise price of $1.00 per
share, in consideration for the early exercise by Jona, Inc. of its option to
purchase 2,500,000 units on March 28, 2002, which enabled Webb to eliminate the
"going concern" qualification in the auditors' report for Webb's 2001 financial
statements and to improve Webb's prospects for having its Common Stock
reinstated for listing on the Nasdaq Stock Market. 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. 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, and the additional 3,900,000 Units were purchased on March
19, 2002. The Purchase Agreement also granted Jona, Inc. an option to purchase
up to an additional 2,500,000 Units at a purchase price of $1.00 per share that
expired on August 31, 2002. Jona, Inc. exercised this option and purchased the
2,500,000 Units on March 28, 2002 and, in consideration therefor, received an
additional five-year warrant to purchase 2,500,000 shares of Webb Common Stock
at an exercise price of $1.00 per share.
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 initial purchase of the 1,100,000 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 Loan"). All principal and accrued interest
under both the Note and the Bridge Loan was due and payable on demand at any
time on or after April 30, 2002. The repayment of the Note and Bridge Loan was
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. Both the Note and the Bridge Loan have been repaid in
full.
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 17,560,000
shares of Common Stock of Webb (including 10,060,000 shares which are not
outstanding but which may be purchased upon exercise of the Warrants and the
Bridge Warrants). Mr. McMurry, together with his spouse as joint tenants, is
the direct owner of 15,000 shares of Common Stock of Webb. The total of such
amounts represents approximately 52.6% 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:
.. The acquisition of 6,400,000 shares of Common Stock of Webb and Warrants to
purchase up to up to 8,900,000 shares of Common Stock of Webb as reported in
Items 3 and 4 above.
(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 7,500,000 shares of Common Stock of Webb,
Warrants to purchase up to 7,500,000 shares of Common Stock, and Bridge Warrants
to purchase up to an additional 60,000 shares of Common Stock. In addition,
Jona, Inc. received Warrants to purchase 2,500,000 shares of Common Stock in
consideration for exercising its option to purchase 2,500,000 Units on March 28,
2002. 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, as amended (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 10,060,000 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 Letter agreement dated March 29, 2002, between Jona, Inc. and Webb
Interactive Services, Inc.*
______________________
* Filed as an exhibit to Webb Interactive, Inc.'s Annual Report on Form 10-KSB
for the year ended December 31, 2002, Commission File No. 0-28462.
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: April 8, 2002 JONA, INC.
By: /s/ Neil A. McMurry
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Its: President
Date: April 8, 2002 /s/ Neil A. McMurry
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Neil A. McMurry