UNITED STATES 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 JANUARY 14, 2000 -------------------------------------------- (Date of Report) THE COBALT GROUP, INC. (Exact Name of Registrant as Specified in Charter) WASHINGTON 000-26623 91-1674947 - ----------------------------- --------------------- ------------------- (State or Other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 2200 FIRST AVENUE SOUTH, SUITE 400 SEATTLE, WA 98134 (Address of Principal Executive Offices, including Zip Code) (206) 269-6363 (Registrant's Telephone Number, including Area Code) 2030 FIRST AVENUE, SUITE 300, SEATTLE, WA 98121 Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS On January 14, 2000, IntegraLink, Inc., an Ohio corporation, merged with and into IL Acquisition, Inc., a Washington corporation and a wholly owned subsidiary of The Cobalt Group, Inc., pursuant to an Agreement and Plan of Merger (the "Agreement") dated as of January 14, 2000. The name of the surviving entity, IL Acquisition, Inc., will be changed to IntegraLink Corporation. See Exhibit 99 to this Form 8-K for more information regarding the merger. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 2 Agreement and Plan of Merger dated January 14, 2000 between IL Acquisition, Inc., The Cobalt Group, Inc., IntegraLink, Inc., Kevin Distelhorst, Philip Turner and Steven French (without exhibits). 99 The Cobalt Group, Inc. Press Release issued January 14, 2000. 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. THE COBALT GROUP, INC. Dated: January 31, 2000 By: /s/ JOHN W.P. HOLT --------------------------------------- John W.P. Holt President and Chief Executive Officer