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 20, 1999
CYBEAR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-26389 13-3936988
State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5000 BLUE LAKE DRIVE, BOCA RATON, FLORIDA 33431
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 999-3500
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 20, 1999, Cybear, Inc. acquired the programming,
networking and interactive design team of Telegraph.net New Technology, Inc.
("Telegraph"), pursuant to an Agreement and Plan of Merger among the Cybear, TN
Acquisition Corporation, a Florida corporation and a newly formed, wholly owned
subsidiary of Cybear ("Mergerco"), Telegraph and Telegraph Consulting
Corporation, a wholly owned subsidiary of Telegraph ("Telegraph Consulting")
dated September 17, 1999 (the "Merger Agreement"). The merger consideration
included the issuance of 320,000 shares of Cybear common stock to Telegraph,
cash consideration of $616,000 and the assumption of approximately $136,000 of
debt, which has been repaid. In addition, Cybear is obligated to pay up to an
aggregate of $500,000 in bonuses to the Telegraph employees on October 1, 1999
and March 1, 2000 if these employees remain with Cybear. As a result of the
merger, Telegraph Consulting became a wholly owned subsidiary of Cybear. The
acquisition will be recorded using the purchase method of accounting.
As a result of the merger, Victor Cook, Telegraph's president and chief
executive officer, has become Cybear's chief information officer and will assume
responsibility for Cybear's network as well as its programming and design
functions. This acquisition consolidates Cybear's programming and design staff
personnel, previously located in Tampa, at its headquarters in Boca Raton.
Telegraph has in the past performed extensive design work for Cybear,
Motorola Paging Products Group, PGA Interactive/PGA.COM, Republic Security Bank
and Rexall Sundown on a contract basis. Current contracts for these other
clients will be completed in due course, and Cybear will evaluate whether it
will perform future contracts on a case-by-case basis.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Financial Statements are not included in this Report, but will be filed
by amendment not later than 60 days from the date hereof, in accordance
with Item 7 of Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION
Pro forma financial statements are not included in this Report, but
will be filed by amendment not later than 60 days from the date hereof,
in accordance with Item 7 of Form 8-K.
(c) Exhibits.
2 Agreement and Plan of Merger dated as of July 17, 1999 among
Cybear, Inc., TN Acquisition Corporation, Telegraph New
Technology, Inc. and Telegraph Consulting Corporation.
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.
CYBEAR, INC.
By: /S/ EDWARD E. GOLDMAN, M.D.
----------------------------------------
Name: Edward E. Goldman, M.D.,
Title: President and Chief Executive Officer
(Principal Executive Officer)
Dated: September 29, 1999
2
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2 Agreement and Plan of Merger dated as of July 17, 1999 among
Cybear, Inc., TN Acquisition Corporation, Telegraph New
Technology, Inc. and Telegraph Consulting Corporation.