1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 14, 1999
ASK JEEVES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-26521 94-3334199
(Commission File No.) (IRS Employer Identification No.)
5858 HORTON ST., SUITE 350, EMERYVILLE, CA 94608
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (925) 603-9071
----------
2
ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The
forward-looking statements contained herein involve risks and uncertainties,
including those relating to the completion of the merger transaction involving
Ask Jeeves, Inc. ("Parent") and Net Effect Systems, Inc. (the "Company"), as
scheduled, if at all, and those associated with the ability of Parent to achieve
the anticipated benefits of the merger. Actual results and developments may
differ materially from those described or incorporated by reference in this
Report. For more information about Parent and the risks associated when
investing in Parent, investors are directed to Parent's Registration Statement
on Form S-1 and Parent's most recent report on Form 10-Q filed with the
Securities and Exchange Commission (the "SEC").
On November 14, 1999, Parent entered into an Agreement and Plan of
Merger and Reorganization (the "Reorganization Agreement") with the Company and
Neutral Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of Parent ("Merger Sub").
Subject to the terms and conditions of the Reorganization Agreement,
Merger Sub will be merged with and into the Company (the "Merger") at the
effective time of the Merger (the "Effective Time"), and the Company will become
a wholly owned subsidiary of Parent. At the Effective Time, each
then-outstanding share of common stock ($.01 par value) (including all shares of
common stock of the Company issued upon conversion of all preferred stock of the
Company and upon exercise of any outstanding warrant to purchase capital stock
of the Company immediately prior to the Effective Time) will be converted into
the right to receive the "Applicable Fraction" of a share of common stock of
Parent ("Parent Common Stock"). The Applicable Fraction will be the fraction
having a numerator equal to $210,000,000 and a denominator equal to the amount
determined by multiplying (a) $114.43 by (b) the sum of (i) the aggregate number
of shares of capital stock of the Company outstanding immediately prior to the
Effective Time, plus (ii) the aggregate number of shares of capital stock of the
Company (if any) issuable upon the exercise of any vested option, outstanding
warrant or other right to acquire capital stock of the Company, or the
conversion of any convertible securities, or the exercise of any option that
will become exercisable as a result of the Merger, in each case as outstanding
immediately prior to the Effective Time.
In addition, Parent will assume outstanding options to acquire common
stock of the Company.
The Merger is intended to be a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, and is intended to be accounted for
as a pooling-of-interests. The Merger is subject to the approval by the
stockholders of the Company and other customer closing conditions.
The foregoing summary of the principal terms of the Reorganization
Agreement do not purport to be complete and are qualified in their entirety by
reference to the Reorganization
1.
3
Agreement, a copy of which is attached hereto as Exhibit 2.1 and is hereby
incorporated by reference.
A copy of the press release issued by Parent on November 15, 1999 is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference herein.
A registration statement relating to the Parent Common Stock to be
issued in connection with the Merger has not been filed with the SEC. This
report shall not constitute an offer to sell or the solicitation of an offer to
buy any Parent Common Stock or any other security, and shall not constitute the
solicitation of any vote with respect to the Merger.
ITEM 7. EXHIBITS.
2.1 Agreement and Plan of Merger and Reorganization, dated
November 14, 1999, by and among Ask Jeeves, Inc., a Delaware
corporation, Neutral Acquisition Corp., a Delaware
corporation, and Net Effect Systems, Inc., a Delaware
corporation
99.1 Press Release, dated as of November 15, 1999 entitled "Ask
Jeeves, Inc. to Acquire Net Effect Systems, Inc., Expanding
Question Answering Services for E-businesses through Real-Time
Live Help on the Web"
2.
4
SIGNATURE
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.
ASK JEEVES, INC.
Dated: November 17, 1999 By: /s/ Amy Slater
-------------------------
AMY SLATER
GENERAL COUNSEL AND SECRETARY
3.
5
INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger and Reorganization, dated
November 14, 1999, by and among Ask Jeeves, Inc., a Delaware
corporation, Neutral Acquisition Corp., a Delaware
corporation, and Net Effect Systems, Inc., a Delaware
corporation
99.1 Press Release, dated as of November 15, 1999 entitled "Ask
Jeeves, Inc. to Acquire Net Effect Systems, Inc., Expanding
Question Answering Services for E-businesses through Real-Time
Live Help on the Web"
4.