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
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Date of Report (Date of earliest event reported): August 31, 2001
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CYBERIAN OUTPOST, INC.
a/k/a Outpost.com
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(Exact name of registrant as specified in its charter)
DELAWARE 000-24659 06-1419111
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
23 North Main Street - P.O. Box 636, Kent, Connecticut 06757
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 927-2050
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ITEM 5. OTHER EVENTS.
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On August 31, 2001, the registrant publicly disseminated a press release
announcing that it had reached an agreement with Fry's Electronics, Inc.
pursuant to which Fry's Electronics will acquire the registrant for $0.25 per
share in cash. Fry's Electronics is a closely held private company and leading
retail electronics supplier for the Hi-tech Professional. The agreement became
effective on September 4, 2001 after the termination of the registrant's
existing merger agreement with PC Connection, Inc.
The Boards of the Registrant and Fry's Electronics have unanimously
approved the transaction and expect it to close in the fourth quarter of 2001.
The transaction is subject to approval of the registrant's stockholders and to
other closing conditions.
In addition, Fry's Electronics has agreed to loan the registrant up to $13
million to repay PC Connection, to pay off the registrant's secured debt and to
provide funds for working capital. The loan will be secured by all of the
registrant's assets.
The information contained in the press release is incorporated herein by
reference and filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
99.1 Press Release dated August 31, 2001.
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SIGNATURES
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.
CYBERIAN OUTPOST, INC.
(Registrant)
Date: September 4, 2001 By: /s/ Christopher J. Walls
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Christopher J. Walls
Vice President and Corporate Counsel
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Page Number
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99.1 Press Release dated August 31, 2001 5
4