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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FEBRUARY 24, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
THEGLOBE.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-25053 14-1782422
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation
or organization)
120 BROADWAY
NEW YORK, NEW YORK 10271
(Address of principal executive offices)
(212) 894-3600
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 24, 2000, CB Acquisition Corp. ("CB Merger Sub"), a
Vermont corporation and a wholly-owned subsidiary of theglobe.com, inc., a
Delaware corporation ("theglobe"), was merged with and into Chips & Bits,
Inc., a Vermont corporation ("Chips & Bits"), with Chips & Bits as the
surviving corporation (the "CB Merger"). Also on February 24, 2000, SP
Acquisition Corp. ("SP Merger Sub"), a Vermont corporation and a
wholly-owned subsidiary of theglobe, was merged with and into Strategy
Plus, Inc., a Vermont corporation ("Strategy Plus"), with Strategy Plus as
the surviving corporation (together with the CB Merger, the "Mergers"). The
Mergers were effected pursuant to an Agreement and Plan of Merger dated as
of January 13, 2000 by and among theglobe, CB Merger Sub, SP Merger Sub,
Chips & Bits, Strategy Plus, Yale Brozen and Christina Brozen (the "Merger
Agreement"). As a result of the Mergers, both Chips & Bits and Strategy
Plus became wholly-owned subsidiaries of theglobe.
The consideration paid by theglobe in connection with the Mergers
consisted of:
o the issuance by theglobe of 1,885,125 newly issued shares of its
common stock, par value $.001 per share (the "Common Stock"),
based upon a $16.0 million purchase price divided by the average
closing price of the Common Stock as reported on the Nasdaq
National Market for a period preceding the execution of the
Merger Agreement;
o $250,000 in cash; and
o an additional $1.25 million payable in newly issued shares of
Common Stock, contingent upon the attainment of certain
performance targets by Chips & Bits and Strategy Plus during the
2000 fiscal year.
The assets of Chips & Bits and Strategy Plus acquired as a result of
the Mergers consisted of data, intellectual property and other physical
property used in connection with the operation of Chips & Bits online game
retailing business and Strategy Plus's magazine publishing business sites
and magazine publishing operations. theglobe intends to use the assets
acquired to expand its own gaming related operations; provided that
changing business conditions or strategic plans may lead to changes in such
operations in the future.
The Merger Agreement is filed as an exhibit to this Current Report on
Form 8-K and is incorporated herein by reference. theglobe issued a press
release on January 14, 2000 relating to the Mergers. The press release is
filed as an exhibit to this Current Report on Form 8-K and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) The financial statements of the businesses acquired as required
by Item 7(a) will be filed by amendment within sixty days of this
filing.
(b) The pro forma financial information as required by Item 7(b) will
be filed by amendment within sixty days of this filing
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of January 13, 2000 by and among
theglobe.com, inc., Chips & Bits, Inc., Strategy Plus, Inc., CB
Acquisition Corp., SP Acquisition Corp., Yale Brozen and Christina
Brozen.
99.1 Text of Press Release, dated January 14, 2000, issued by theglobe.com,
inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
Dated: March 8, 2000.
theglobe.com, inc.
By: /s/ Francis T. Joyce
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Name: Francis T. Joyce
Title: Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit Description
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2.1 Agreement and Plan of Merger dated
as of January 13, 2000 by and among
theglobe.com, inc., Chips & Bits,
Inc., Strategy Plus, Inc., CB
Acquisition Corp., SP Acquisition
Corp., Yale Brozen and Christina
Brozen.
99.1 Text of Press Release, dated
January 14, 2000, issued by
theglobe.com, inc.