Filed by IBS Interactive, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: I. I. Holding Company, Inc.
Commission File No. 0-24073
Investors and security holders of the IBS Interactive, Inc. are advised to
read the joint proxy statement/prospectus regarding the business combination
transaction referenced in the following information when it becomes available
because it will contain important information. The joint proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by IBS Interactive, Inc. and Infonautics, Inc. Investors and security holders
may obtain a free copy of the joint proxy statement/prospectus (when available)
and other documents filed by Infonautics, Inc. at the Commission's web site at
www.sec.gov. The joint proxy statement/prospectus and such other documents may
also be obtained from IBS Interactive, Inc. by directing such request to Chief
Financial Officer, IBS Interactive, Inc., 2 Ridgedale Avenue, Suite 350, Cedar
Knolls, NJ 07927.
The following communication contains, in addition to historical
information, forward-looking statements that involve risks and uncertainties.
These forward-looking statements may include statements regarding, for example,
failure of the IBS Interactive, Inc. or Infonautics, Inc. stockholders to
approve the merger, completion of the transactions related to it, the risk that
the IBS Interactive, Inc., Infonautics, Inc. and First Avenue business will not
be integrated successfully, costs related to the transaction, inability to
further develop and achieve commercial success for the combined companies'
business strategy, the number of registered users and reach of each company's
web sites, the value of any holdings by the companies, the tax and accounting
treatment of the merger and related transactions, the closing of the
transaction, and the deployment of each company's respective resources following
the merger. Such statements are based on management's current expectations and
are subject to a number of uncertainties and risks that could cause actual
results to differ materially from those described in the forward-looking
statements. More information about potential factors which could affect the
either IBS Interactive, Inc. or Infonautics, Inc. financial results is included
in the Risk Factors sections of such company's respective filings with the
Securities and Exchange Commission. All forward-looking statements included in
this document are based on information available to each such company as of the
date of this document, and neither company assumes any obligation to update such
forward- looking statements.
THE FOLLOWING IS AN EMAIL FROM IBS INTERACTIVE, INC. DIRECTOR, ROY CRIPPEN,
TO THE EMPLOYEES OF IBS INTERACTIVE, INC. AND ITS SUBSIDIARY, DIGITAL FUSION,
INC.:
From: Roy Crippen [mailto:rcrippen@interactive.net]
-------------------------------
Sent: Monday, July 31, 2000 2:05 PM
To: IBS - All Employees; DFI- All Employees
Subject: More information on the merger
If you haven't been to the new site www.digitalfusion.com,
http://www.digitalfusion.com, please do so. It is informative and has a pretty
cool introduction.
I want to echo Nick's earlier email and say that this merger creates an
incredibly exciting opportunity for our company and our employees. The
combination will bring much needed national awareness to the company as well as
the capital required to move us up to the next level as an internet services
company.
As stated in the press release, the legal transaction will not be fully
completed until sometime in the fourth quarter. Our clients, however, I'm sure
will know about the merger within the next few days if they don't already know.
Please reassure them that we are absolutely committed to our core business and
that this merger will not change that. In fact, this merger will enhance our
ability to serve them by making IBS a financially healthier partner and by
exposing us to new leading edge technologies that we can share with them.
We will continue to update you with emails and conference calls, however, if you
have any questions that require immediate attention or you need me to talk to
your client please don't hesitate to contact me directly by email or by
telephone (rcrippen@interactive.net, mailto:rcrippen@interactive.net,
813.221.0024 ext 4001 work, 813.503.4294 cell).
I have had a number of calls this morning asking what my role would be going
forward. The answer is that I will be assuming the title of President of Digital
Fusion Services once the merger is complete. My duties will include running the
services operating unit of the new combined company. This new operating unit is
essentially the current IBS/DFI company.
Roy