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As filed with the Securities and Exchange Commission on February 8, 2000.
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): FEBRUARY 6, 2000
INTERVU INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23361 33-0680870
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
6815 FLANDERS DRIVE, SAN DIEGO CA 92121
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 623-8400
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This Current Report on Form 8-K is filed by InterVU Inc., a Delaware
corporation (the "Company"), in connection with the matters described herein.
ITEM 5. OTHER EVENTS.
On February 6, 2000, InterVU Inc. (the "Company"), Akamai Technologies,
Inc. ("Akamai") and ALII Merger Corporation, a wholly-owned subsidiary of Akamai
("Merger Sub"), entered into a definitive Agreement and Plan of Merger (the
"Merger Agreement"). Pursuant to the Merger Agreement and subject to the terms
and conditions set forth therein, Merger Sub will be merged with and into the
Company (the "Merger"), with the Company surviving the Merger and becoming a
wholly-owned subsidiary of Akamai. At the effective time of the Merger, all
outstanding shares of the Company's capital stock will be exchanged for shares
of Akamai common stock, and options and warrants to purchase Company capital
stock will be exchanged for an option or warrant, as applicable, to purchase
shares of Akamai common stock and the exercise price and number of shares of
Company capital stock subject to each such Company option or warrant shall be
appropriately adjusted to reflect the exchange ratio. Each share of Company
capital stock will be exchanged for .5957 of a share of Akamai common stock. The
Merger is subject to various conditions, including clearance under the
Hart-Scott-Rodino Antitrust Improvements Act and approval of the Company's
stockholders. The transaction will qualify as a tax-free reorganization and will
be accounted for as a purchase.
The Board of Directors of the Company unanimously approved the Merger
Agreement. In connection with the execution of the Merger Agreement, the Company
and Akamai entered into a Stock Option Agreement, dated as of February 6, 2000
(the "Stock Option Agreement"), pursuant to which the Company granted to Akamai
an option to purchase up to 19.9% of the outstanding shares of Company common
stock, which option is exercisable upon the occurrence of certain events
specified in the Stock Option Agreement. In addition, stockholders of the
Company who beneficially own in the aggregate approximately 26.5% of the
Company's common stock entered into Stockholder Voting Agreements with Akamai
dated as of February 6, 2000, pursuant to which these stockholders have agreed
to vote their shares in favor of the Merger and against a competing proposal.
A copy of the Merger Agreement, the Stock Option Agreement and the form
of the Voting Agreement are included in this report as Exhibit 2.1, 2.2 and 2.3,
respectively. The foregoing description is qualified in its entirety by
reference to the full text of such exhibits. A joint press release announcing
these transactions is attached to this report as Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
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2.1 Agreement and Plan of Merger, dated as of February 6, 2000, by
and among InterVU Inc., Akamai Technologies, Inc. and ALII
Merger Corporation.
2.2 Stock Option Agreement, dated as of February 6, 2000, between
InterVU Inc. and Akamai Technologies, Inc.
2.3 Form of Stockholder Voting Agreement, dated as of February 6,
2000, between Akamai Technologies, Inc. and certain
stockholders.
99.1 Joint Press Release, dated February 7, 2000.
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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.
Date: February 8, 2000 InterVU Inc.
By: /s/ KENNETH L. RUGGIERO
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Kenneth L. Ruggiero
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
2.1 Agreement and Plan of Merger, dated as of February 6, 2000, by and among
InterVU Inc., Akamai Technologies, Inc. and ALII Merger Corporation.
2.2 Stock Option Agreement, dated as of February 6, 2000, between InterVU
Inc. and Akamai Technologies, Inc.
2.3 Form of Stockholder Voting Agreement, dated as of February 6, 2000,
between Akamai Technologies, Inc. and certain stockholders.
99.1 Joint Press Release, dated February 7, 2000.
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