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
Date of Report (Date of earliest event reported): September 4, 2001
CYBERIAN OUTPOST, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-24659 06-1419111
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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
ITEM 5. OTHER EVENTS.
On September 4, 2001, the Registrant announced that it and PC Connection,
Inc. terminated their Merger Agreement and all other agreements between them,
including a Stock Warrant Agreement, Credit and Supply Agreement, Security
Agreement and Promissory Note. The terms of the termination, including mutual
releases between the parties, are set forth in a Termination Agreement executed
on September 4, 2001.
The Termination Agreement was executed simultaneously with the Registrant's
execution of a new Merger Agreement with Fry's Electronics, Inc. pursuant to
which Fry's Electronics, Inc. will acquire the Registrant for $0.25 per share in
cash, and loan the Registrant up to $13 million on a secured basis.
The foregoing descriptions are qualified in their entirety by reference to
the following documents, each of which is incorporated herein by reference: (i)
a Termination Agreement, dated as of September 4, 2001, by and among the
Registrant, PC Connection, Inc., Merrimack Services Corporation and Fry's
Electronics, Inc., a copy of which is attached hereto as Exhibit 10.1; (ii) a
Merger Agreement, dated as of September 4, 2001, by and among Fry's Electronics,
Inc., FCOP Acquisition, Inc. and the Registrant, a copy of which is attached
hereto as Exhibit 10.2; (iii) an Irrevocable Proxy, dated September 4, 2001,
from Darryl Peck to Fry's Electronics, Inc., a copy of which is attached hereto
as Exhibit 10.3; (iv) a Secured Promissory Note, dated September 4, 2001, made
by the Registrant in favor of Fry's Electronics, Inc., a copy of which is
attached hereto as Exhibit 10.4; (v) a Collateral Assignment and Security
Agreement, dated as of September 4, 2001, made by the Registrant in favor of
Fry's Electronics, Inc., a copy of which is attached hereto as Exhibit 10.5; and
(vi) a Press Release issued by the Registrant on September 4, 2001 relating to
the termination of the Registrant's Merger Agreement with PC Connection, Inc.
and the execution of a new Merger Agreement between the Registrant and Fry's
Electronics, Inc., a copy of which is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits.
10.1 Termination Agreement, dated as of September 4, 2001, by and among
the Registrant, PC Connection, Inc., Merrimack Services
Corporation and Fry's Electronics, Inc.
10.2 Merger Agreement, dated as of September 4, 2001, by and among
Fry's Electronics, Inc., FCOP Acquisition, Inc. and the Registrant
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10.3 Irrevocable Proxy, dated September 4, 2001, from Darryl Peck to
Fry's Electronics, Inc.
10.4 Secured Promissory Note, dated September 4, 2001, made by the
Registrant in favor of Fry's Electronics, Inc.
10.5 Collateral Assignment and Security Agreement, dated as of
September 4, 2001, made by the Registrant in favor of Fry's
Electronics, Inc.
99.1 Press Release issued by the Registrant on September 4, 2001
relating to the termination of the Registrant's Merger Agreement
with PC Connection, Inc. and the execution of a new Merger
Agreement between the Registrant and Fry's Electronics, Inc.
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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 thereunto duly authorized.
CYBERIAN OUTPOST, INC.
(REGISTRANT)
Date: September 7, 2001 By: /s/ Darryl Peck
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Darryl Peck
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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10.1 Termination Agreement, dated as of September 4, 2001, by and among the
Registrant, PC Connection, Inc., Merrimack Services Corporation and
Fry's Electronics, Inc.
10.2 Merger Agreement, dated as of September 4, 2001, by and among Fry's
Electronics, Inc., FCOP Acquisition, Inc. and the Registrant
10.3 Irrevocable Proxy, dated September 4, 2001, from Darryl Peck to Fry's
Electronics, Inc.
10.4 Secured Promissory Note, dated September 4, 2001, made by the
Registrant in favor of Fry's Electronics, Inc.
10.5 Collateral Assignment and Security Agreement, dated as of September 4,
2001, made by the Registrant in favor of Fry's Electronics, Inc.
99.1 Press Release issued by the Registrant on September 4, 2001 relating
to the termination of the Registrant's Merger Agreement with PC
Connection, Inc. and the execution of a new Merger Agreement between
the Registrant and Fry's Electronics, Inc.