SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 25, 2000
(January 10, 2000)
CYBERSOURCE CORPORATION
--------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
----------------------------------------------------
(State or Other Jurisdiction of Incorporation)
77-0472961
------------------------ ---------------------------------------
(Commission File Number) (I.R.S. Employer Identification Number)
550 South Winchester Blvd., Suite 301, San Jose, California 95128
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(408) 556-9100
--------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-----------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN REPORT
Item 2. Acquisition or Disposition of Assets
On January 10, 2000, pursuant to the Agreement and Plan of Merger, dated as
of January 10, 2000, by and among CyberSource Corporation, a Delaware
corporation (the "Registrant"), Aurum Acquisition Corporation, a Delaware
corporation ("Merger Sub"), and ExpressGold.com, Inc., a privately held South
Dakota corporation ("ExpressGold") (the "Agreement"), the Registrant completed
the merger of Merger Sub, a wholly-owned subsidiary of the Registrant, with and
into ExpressGold, with ExpressGold being the surviving corporation of the merger
and becoming a wholly-owned subsidiary of the Registrant. The transaction was
closed on January 10, 2000 and is being accounted for as a pooling of interests
transaction.
As consideration for the transaction, the Registrant issued an aggregate of
1,554,431 shares of the Registrant's common stock, $0.001 par value, in exchange
for the outstanding shares of capital stock of ExpressGold, subject to the
withholding of 10% of such shares in escrow in accordance with the terms of the
Agreement. At the effective time of the merger, all outstanding options to
purchase shares of ExpessGold common stock were automatically converted into
options to purchase 12,067 shares of the Registrant's common stock based upon
the conversion factor set forth in the Agreement with corresponding adjustment
to their respective exercise prices. In addition, the Registrant has assumed
ExpressGold's obligation to issue up to 58,710 shares of its common stock from
time to time to an employee of ExpressGold.
The Registrant currently intends that ExpressGold's business will continue
to be operated in its current manner. Certain of the assets of ExpressGold were
used in the development and support of ExpressGold's Internet-based store-value
applications for use by online merchants, and the Registrant currently intends
to use such assets in substantially the same manner.
The total value of consideration paid for the purchase transaction was
determined based on arm's length negotiations between the Registrant and
ExpessGold, which took into account ExpressGold's financial position, operating
history, products, intellectual property and other factors relating to
ExpressGold's business and certain income tax aspects of the transaction. There
are no material relationships between ExpressGold and either the Registrant or
Merger Sub or any of their respective affiliates or any director or officer of
the Registrant or Merger Sub or any associate of such director or officer.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
-------------------------------------------
It is impractical for Registrant to file the required financial statements
at this time. Registrant intends to file with the Securities and Exchange
Commission such financial statements within 60 days of the filing date of
this report.
(b) Pro Forma Financial Information
-------------------------------
See response to Item 7(a).
(c) Exhibits
--------
The Exhibit Index appearing on page 4 is incorporated herein by reference.
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.
CYBERSOURCE CORPORATION
(the Registrant)
By: /s/ Charles E. Noreen, Jr.
----------------------------
Charles E. Noreen, Jr.
Vice President of Finance and
Administration, and Chief
Financial Officer
Dated: January 25, 2000
3
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ----
2.1 Agreement and Plan of Merger by and 6
among CyberSource Corporation, Aurum
Acquisition Corporation, and
ExpressGold.com, Inc.
Pursuant to Item 601(b)(2) of Regulation S-K, the following exhibits to this
Agreement and Plan of Merger have been omitted. Such exhibits will be submitted
to the Securities and Exchange Commission upon request.
Exhibit Name
------- ----
Exhibit B Confidentiality and Assignment Agreement
Exhibit C Opinion from Company Counsel
Exhibit D Opinion from Acquiror's Counsel
Exhibit E Affiliates Agreement