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
November 12, 1999
(Date of Report)
SHOPNOW.COM INC.
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(Exact Name of Registrant as Specified in Charter)
WASHINGTON 000-26707 91-1628103
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
411 FIRST AVENUE SOUTH, SUITE 200 NORTH, SEATTLE, WA 98104
(Address of Principal Executive Offices, including Zip Code)
(206) 223-1996
(Registrant's Telephone Number, Including Area Code)
NONE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 12, 1999, ShopNow.com Inc. ("ShopNow") acquired
SpeedyClick, Corp., a California corporation, pursuant to an Agreement and Plan
of Merger dated as of November 10, 1999, among ShopNow, Racer Acquisition, Inc.,
a Washington corporation and wholly-owned subsidiary of ShopNow, SpeedyClick,
and Farid Tabibzadeh, Majid Tabibzadeh and Shahab Emrani, principal shareholders
of SpeedyClick. By the terms of the merger agreement, Racer Acquisition, Inc.
merged with and into SpeedyClick.
SpeedyClick, a privately-held company established in 1998, maintains an
Internet community targeted mainly at women. Its World Wide Web site focuses on
entertainment and interactivity. SpeedyClick's interactive community is expected
to complement the e-commerce focus of the ShopNow Network.
Upon effectiveness of the merger, each outstanding share of SpeedyClick
common stock was converted into .648 unregistered shares of ShopNow common stock
and $.51 in cash. A total of 3,799,237 unregistered shares of ShopNow common
stock were issued in connection with the transaction. ShopNow will account for
the transaction as a purchase transaction.
Options to purchase SpeedyClick common stock were assumed by ShopNow
and converted into nonqualified options to purchase ShopNow common stock on the
terms and conditions of ShopNow's amended and restated 1996 stock incentive
plan. The exercise price and number of shares of ShopNow common stock subject to
each SpeedyClick option assumed was proportionately adjusted to reflect the
relative value of the ShopNow common stock.
Pursuant to the merger agreement, three of SpeedyClick's principal
shareholders agreed to jointly and severally indemnify ShopNow for, among other
things, any damages ShopNow suffers because of: (1) any inaccuracy in the
representations and warranties made by SpeedyClick or any of its shareholders in
connection with the merger agreement and the other documents related to the
merger, and (2) any claim relating to the operation of the SpeedyClick's
business before the merger became effective. To secure these indemnification
obligations, 114,513 shares of ShopNow common stock issued to the principal
shareholders in the merger will be held by, and pledged by the principal
shareholders to, ShopNow for one year.
ShopNow issued the shares of ShopNow common stock to the shareholders
of SpeedyClick pursuant to the exemptions from the registration requirements of
the Securities Act of 1933 provided by Section 4(2) and Regulation D of the
Securities Act.
The merger agreement is filed as an exhibit to this report and is
incorporated into this report by reference. This summary of the provisions of
this agreement is not complete, and you should refer to the exhibits for a copy
of the actual agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Information
The required financial statements with respect to SpeedyClick, Corp.
are not available as of the date of this Current Report on Form 8-K. In
accordance with paragraph 4 of Item 7(a) of Form 8-K, ShopNow will file the
financial statements by amendment as soon as practicable and no later than 60
days from the date on which this Form 8-K must be filed.
(b) Pro Forma Financial Information
The required pro forma financial statements with respect to
SpeedyClick, Corp. and ShopNow are not available as of the date of this Current
Report on Form 8-K. In accordance with paragraph 4 of Item 7(a) of Form 8-K,
ShopNow will file the pro forma financial statements by amendment as soon as
practicable and no later than 60 days from the date on which this Form 8-K must
be filed.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of November 10, 1999,
among ShopNow.com Inc., Racer Acquisition, Inc., SpeedyClick,
Corp. and the Principal Shareholders of SpeedyClick, Corp.
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.
SHOPNOW.COM INC.
Dated: November 22, 1999 By /s/ Alan Koslow
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Alan D. Koslow
Executive Vice President, Chief Financial
Officer and General Counsel
EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Merger dated as of November 10, 1999,
among ShopNow.com Inc., Racer Acquisition, Inc., SpeedyClick,
Corp. and the Principal Shareholders of SpeedyClick, Corp.