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
June 7, 2001
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Date of Report (Date of earliest event reported)
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Juno Online Services, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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(State or other jurisdiction of incorporation)
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000-26009 13-3914547
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(Commission File Number) (IRS Employer Identification No.)
1540 Broadway, New York, New York 10036
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(Address of principal executive offices) (Zip Code)
(212) 597-9000
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
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Juno Online Services, Inc., a Delaware corporation ("Juno"),
NetZero, Inc., a Delaware corporation ("NetZero"), United Online, Inc., a
Delaware corporation ("United Online"), JO Acquisition Corp., a Delaware
corporation, and NZ Acquisition Corp., a Delaware corporation, have entered
into an Agreement and Plan of Merger, dated as of June 7, 2001 (the "Merger
Agreement"), whereby the parties shall engage in a business combination (the
"Mergers") that results in each of Juno and NetZero becoming a wholly owned
subsidiary of United Online.
As a result of the Mergers, each issued and outstanding share of Juno
common stock, par value $0.01 per share, shall be converted into the right to
receive 0.357 shares of United Online common stock, par value $0.0001 per share
("United Online Common Stock"); while each issued and outstanding share of
common stock of NetZero, par value $0.001 per share, shall be converted into
the right to receive 0.2 shares of United Online Common Stock.
Concurrently with the execution and delivery of the Merger Agreement,
certain stockholders of Juno and certain stockholders of NetZero entered into
voting agreements (the "Voting Agreements"), whereby such stockholders have
committed to vote for the adoption of the Merger Agreement. The Voting
Agreements terminate in the event the Merger Agreement is terminated. Holders
of approximately 32% of the outstanding shares of common stock of Juno and
holders of approximately 40% of the outstanding shares of common stock of
NetZero have signed Voting Agreements.
The closing of the Merger is subject to certain conditions, including
the approval of the stockholders of Juno and NetZero.
A copy of the Merger Agreement, forms of the two Voting Agreements,
and a copy of the press release, dated June 7, 2001, relating to the above-
described transactions, are attached as exhibits to this report and are
incorporated herein by reference.
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Exhibit Number Description
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2.1 Agreement and Plan of Merger, dated as of June 7, 2001,
among Juno Online Services, Inc., NetZero, Inc., United
Online, Inc., JO Acquisition Corp. and NZ Acquisition Corp.
99.1 Form of Voting Agreement, dated as of June 7, 2001, by and
between NetZero, Inc. and the undersigned stockholder of
Juno Online Services, Inc.
99.2 Form of Voting Agreement, dated as of June 7, 2001, by and
between Juno Online Services, Inc. and the undersigned
stockholder of NetZero, Inc.
99.3 Press release issued June 7, 2001, regarding the Mergers.
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SIGNATURE
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 hereunto duly authorized.
Juno Online Services, Inc.
By: /s/ Charles Ardai
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Name: Charles Ardai
Title: President and Chief
Executive Officer
Dated: June 12, 2001
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Merger, dated as of June 7, 2001,
among Juno Online Services, Inc., NetZero, Inc., United
Online, Inc., JO Acquisition Corp. and NZ Acquisition Corp.
99.1 Form of Voting Agreement, dated as of June 7, 2001, by and
between NetZero, Inc. and the undersigned stockholder of Juno
Online Services, Inc.
99.2 Form of Voting Agreement, dated as of June 7, 2001, by and
between Juno Online Services, Inc. and the undersigned
stockholder of NetZero, Inc.
99.3 Press release issued June 7, 2001, regarding the Mergers.