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: June 7, 1999
Date of earliest event reported: May 25, 1999
eBay Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-24821 77-0430924
(Commission File No.) (IRS Employer Identification No.)
2125 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 558-7400
_________________________
ITEM 2. Acquisition or Disposition of Assets.
On May 25, 1999, eBay Inc. ("eBay") completed an acquisition in which it
acquired Billpoint, Inc. (the "Company"). The Company was acquired pursuant to
an Agreement and Plan of Merger and Reorganization, dated as of May 18, 1999
(the "Merger Agreement"), among eBay, the Company and Brazil Acquisition Corp.,
a wholly owned subsidiary of eBay ("Merger Sub"). Pursuant to the Merger
Agreement, Merger Sub was merged with and into the Company, with the Company
being the surviving corporation (the "Merger"). As a result of the Merger, the
Company became a wholly owed subsidiary of eBay. In connection with the Merger:
(a) eBay issued a total of approximately 525,000 shares of eBay common stock to
the existing shareholders of the Company as consideration for all shares of
capital stock of the Company, and (b) all options and warrants to purchase
shares of common stock of the Company outstanding immediately prior to the
consummation of the Merger were converted into options and warrants to purchase
shares of eBay common stock.
The Merger was intended to qualify as a tax-free reorganization and to be
accounted for as a "pooling of interests." The Company provides transaction
services that enable individual sellers and buyers to use their credit cards
over the Internet to conduct online transactions. eBay intends to continue to
use the assets acquired to conduct such business.
ITEM 7. Financial Statements and Exhibits.
a. If required, financial statements will be filed by amendment as soon
as practicable.
b. If required, pro forma financial information will be filed by
amendment as soon as practicable.
c. Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated as of May
18, 1999, among eBay Inc., Brazil Acquisition Corp. and
Billpoint, Inc.
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.
eBay Inc.
Dated: June 6, 1999 By: /s/ Michael R. Jacobson
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Michael R. Jacobson
Vice President, Legal Affairs,
General Counsel and Secretary