SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 14, 2000
(Date of earliest event reported)
PHONE.COM, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-25687 94-3219054
(State of (Commission File No.) (IRS Employer
incorporation or Identification No.)
organization)
800 Chesapeake Drive
Redwood City, CA
(Address of principal executive offices)
94063
(zip code)
(650) 562-0200
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 14, 2000, the Registrant, Phone.com, Inc. ("Phone.com"),
consummated its acquisition of Onebox.com, Inc., a Delaware corporation
("Onebox"). The transaction was closed pursuant to the Agreement and Plan
of Merger (the "Merger Agreement") dated February 13, 2000, by and among
Phone.com, Onyx Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Phone.com ("Merger Sub"), Onebox, and Timothy Haley as agent
of the former stockholders of Onebox. The Merger will be accounted for
under the purchase method of accounting. A copy of the Merger Agreement
with exhibits thereto is filed herewith as Exhibit 2.1 and incorporated by
reference herein. The description of the Merger Agreement set forth herein
does not purport to be complete and is qualified in its entirety by the
provisions of the Merger Agreement. As a result of the transaction,Onebox
became a wholly owned subsidiary of Phone.com. The consideration paid for
all of the outstanding common and preferred stock of Onebox and all rights
to acquire common or preferred stock of Onebox as of the date of
consummation consisted of the issuance of up to approximately 6,469,413
shares of Phone.com common stock valued at approximately $800 million (the
"Merger Consideration"). The portion of the Merger Consideration allocated
to the stockholders of Onebox was paid to the stockholders of Onebox,
although pursuant to the provisions of the Merger Agreement, 10% of the
Merger Consideration was placed in escrow on behalf of the stockholders to
secure certain indemnification obligations under the Merger Agreement.
Onebox's assets consist of intellectual property, cash,
receivables, property and equipment, and other tangible and intangible
assets which are used in the business of developing and marketing unified
messaging products and services. Phone.com intends to continue such use of
the assets.
ITEM 7. EXHIBITS.
The financial statements and pro forma financial information
required by this Item will be filed by amendment approximately 45 days from
the date of filing of this current report on Form 8-K.
2.1 Agreement and Plan of Merger, dated as of February 13, 2000, by
and among the Registrant, Onyx Acquisition Corp., Onebox and
Timothy Haley as agent of the former stockholders of
Onebox.com, Inc. together with exhibits thereto.
99.1 Press Release of the Registrant, dated April 14, 2000.
99.2 Press Release of the Registrant, dated Febraury 14, 2000.
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, thereto duly authorized.
PHONE.COM, INC.
By: /s/ Alan Black
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Name: Alan Black
Title: Vice President of Finance and Administration,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Date: May 15, 2000
EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of February 13, 2000, by and
among the Registrant,Onyx Acquisition Corp., Onebox.com, Inc. and
Timothy Haley as agent of the former stockholders of Onebox.com, Inc.
together with exhibits thereto.
99.1 Press Release of the Registrant, dated April 14, 2000.
99.2 Press Release of the Registrant, dated February 14, 2000.