SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 14, 2000
(Date of earliest event reported): February 2, 2000
ASK JEEVES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-26521 94-3334199
(Commission File No.) (IRS Employer Identification No.)
5858 HORTON ST., SUITE 350, EMERYVILLE, CA 94608
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 985-7400
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective February 2, 2000, Answer Acquisition Corp., a Delaware
corporation ("Merger Sub") and a wholly owned subsidiary of Ask Jeeves, Inc., a
Delaware corporation ("Parent"), was merged (the "Merger") with and into Direct
Hit Technologies, Inc., a Delaware corporation (the "Company"), pursuant to an
Agreement and Plan of Merger and Reorganization (the "Reorganization Agreement")
dated January 25, 2000, among Parent, Merger Sub and the Company.
Pursuant to the Merger, each then-outstanding share of common stock
($.001 par value) of the Company (including all shares of common stock of the
Company issued upon conversion of the Company's Series C preferred stock
immediately prior to the effective time of the Merger (the "Effective Time"))
was converted into the right to receive 0.22791 (the "Applicable Fraction") of a
share of common stock of Parent ("Parent Common Stock"), and each
then-outstanding share of Series A preferred stock ($0.001 par value) and Series
B preferred stock ($0.001 par value) of the Company was converted into the right
to receive the Applicable Fraction of a share of Parent Common Stock, plus an
applicable preference fraction ("Applicable Preference Fraction") of a share of
Parent Common Stock. The Applicable Fraction is the fraction having (i) a
numerator equal to (A) 4,750,000 plus, (B) the product of (1) the aggregate
number of fully-diluted unvested shares of employees remaining at the Company
after the Merger, and (2) the Parent Conversion Ratio (as defined below), plus
(C) the product of (1) the aggregate number of unvested shares of the Company's
common stock forfeited by certain employees of the Company at the time of
termination of such employees by the Company prior to the Merger or by Parent
after the Merger, and (2) the Parent Conversion Ratio, less (D) the aggregate
number of shares of Parent Common Stock issued to holders of the Company's
Series A preferred stock and Series B preferred stock as derived by the
Applicable Preference Fraction; and (ii) a denominator equal to (A) the
aggregate number of vested shares of the Company's capital stock outstanding
immediately prior to the Effective Time, plus (B) the aggregate number of shares
of the Company's capital stock issuable upon the exercise of any vested option,
outstanding warrant or other right to acquire the Company's capital stock, or
the conversion of any convertible securities, outstanding immediately prior to
the Effective Time, plus (C) the aggregate number of fully-diluted unvested
shares of employees remaining at the Company after the Merger. The "Parent
Conversion Ratio" is the fraction having a numerator of 4,750,000 and a
denominator equal to (A) the aggregate number of vested shares of the Company's
capital stock outstanding immediately prior to the Effective Time, plus (B) the
aggregate number of shares of the Company's capital stock issuable upon the
exercise of any vested option, outstanding warrant or other right to acquire the
Company's capital stock, or the conversion of any convertible securities,
outstanding immediately prior to the Effective Time.
Approximately 4,780,480 shares of Common Stock of Parent will be issued
to the former stockholders of the Company in the Merger. In addition, Parent
assumed outstanding options to acquire the Company's common stock pursuant to
the terms of the Reorganization Agreement. The Merger was intended to qualify as
a tax-free reorganization under the Internal Revenue Code of 1986, as amended,
and was to be accounted for on a purchase basis. The Company provides technology
that aggregates and organizes online content to enable users to search for
relevant
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and accurate information. Parent intends to continue to use the assets
acquired to conduct such business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable for Parent to file herewith the required financial
statements in this Current Report on Form 8-K. The required financial statements
will be filed by amendment as soon as practicable, but not later than 60 days
after the date this Current Report on Form 8-K is required to be filed.
(b) PRO FORMA FINANCIAL INFORMATION
It is impracticable for Parent to file herewith the required pro forma
financial information in this Current Report on Form 8-K. The required pro forma
financial information will be filed by amendment as soon as practicable, but not
later than 60 days after the date this Current Report on Form 8-K is required to
be filed.
(c) EXHIBITS
The following Exhibit is filed as part of this report:
2.1 Agreement and Plan of Merger and Reorganization, dated January
25, 2000, by and among Ask Jeeves, Inc., a Delaware
corporation, Answer Acquisition Corp., a Delaware corporation,
and Direct Hit Technologies, Inc., a Delaware corporation
99.1 Press Release dated as of January 25, 2000, entitled "Ask
Jeeves to Acquire Direct Hit Technologies, Adding Automated
Search Technology to Connect Customers to Answers"
99.2 Press Release dated as of February 10, 2000, entitled "Ask
Jeeves, Inc. Completes Acquisition of Direct Hit Technologies,
Inc."
2.
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, thereunto duly authorized.
ASK JEEVES, INC.
Dated: February 14, 2000 By: /s/ Amy Slater
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Amy Slater
General Counsel and Secretary
INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger and Reorganization, dated January
25, 2000, by and among Ask Jeeves, Inc., a Delaware
corporation, Answer Acquisition Corp., a Delaware corporation,
and Direct Hit Technologies, Inc., a Delaware corporation
99.1 Press Release dated as of January 25, 2000, entitled "Ask
Jeeves to Acquire Direct Hit Technologies, Adding Automated
Search Technology to Connect Customers to Answers"
99.2 Press Release dated as of February 10, 2000, entitled "Ask
Jeeves, Inc. Completes Acquisition of Direct Hit Technologies,
Inc."
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