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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) January 29, 1999
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Internet America, Inc.
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(Exact name of registrant as specified in its charter)
Texas 000-25147 86-0778979
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
One Dallas Center, 350 N. St. Paul Street, Suite 3000, Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 861-2500
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 29, 1999, Internet America, Inc., a Texas corporation (the
"Company"), acquired substantially all of the assets of CompuNet, Inc., a Texas
corporation ("CompuNet"), pursuant to the terms of an Asset Purchase Agreement
dated January 29, 1999, by and among CompuNet, certain securityholders of
CompuNet (the "Securityholders"), the Company and GEEK Assets, Inc., a Texas
corporation and wholly owned subsidiary of the Company. As a result of the
purchase, the Company became the indirect holder of all assets and personal
property and certain liabilities of CompuNet. Those assets include the customer
base and the computer equipment used to provide internet access to customers.
The Company intends to continue such use of those assets.
To the best knowledge of the Company, at the time of the purchase there
was no material relationship between (i) CompuNet and the Compunet
Securityholders on the one hand and (ii) the Company, or any of its affiliates,
any director or officer of the Company, or any associate of such director or
officer on the other hand.
The aggregate consideration paid by the Company to CompuNet was
approximately $2 million, consisting of 16,910 shares of common stock, par value
$.01 per share, of the Company and the assumption of certain liabilities. The
acquisition consideration was determined by arms-length negotiations between the
parties to the Asset Purchase Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)(1) Financial Statements of businesses acquired in the
transaction.(1)
(i) Consolidated Balance Sheet.
(ii) Interim Consolidated Balance Sheet.
(iii) Consolidated Statement of Income.
(iv) Interim Consolidated Statement of Income.
(v) Consolidated Statement of Cash Flows.
(vi) Interim Consolidated Statement of Cash Flows.
(b)(1) Pro forma Financial Information for the transaction.(1)
(i) Pro forma Condensed Balance Sheet.
(ii) Pro forma Condensed Consolidated Statement of Income.
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(c) Exhibits.
The following is a list of exhibits filed as part of this Current
Report on Form 8-K:
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated January 29,1999, among Internet
America Inc., GEEK Assets, Inc., CompuNet, Inc. and certain
securityholders of CompuNet, Inc.(2)
23.1 Consent of Deloitte & Touche LLP (3)
99.1 Press Release of Internet America, Inc. dated January 29, 1999 (2)
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(1) It is impractical for the registrant to file such financial
statements and related financial data schedule at this time. Such
financial statements and related financial data schedule will be
filed under cover of Form 8-K/A as soon as practicable, but no
later than 60 days after the date by which this report on Form
8-K was required to be filed.
(2) Filed herewith.
(3) To be filed by amendment.
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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.
INTERNET AMERICA, INC.
Date: February 12, 1999 By: /s/ Michael T. Maples
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Michael T. Maples,
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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2.1 Asset Purchase Agreement, dated January 29,1999, among Internet America
Inc., GEEK Assets, Inc., CompuNet, Inc. and certain securityholders of
CompuNet, Inc.(1)
23.1 Consent of Deloitte & Touche LLP (2)
99.1 Press Release of Internet America, Inc. dated January 29, 1999 (1)
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(1) Filed herewith.
(2) To be filed by amendment.
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