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: July 9, 1999)
AUTOWEB.COM, INC.
(Exact name of registrant as specified in this charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-25577 77-0412737
(Commission File Number) (I.R.S. Employer Identification Number)
3270 Jay Street, Building 6, Santa Clara, California 95054
(Address of Principal Executive Offices) (Zip Code)
(408) 554-9552
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 9, 1999, Autoweb.com, Inc. ("Autoweb.com"), pursuant to an Asset
Purchase Agreement dated as of July 9, 1999, between Autoweb.com and
SalesEnhancer.com, LLC, a Georgia limited liability company ("SE"), Solutions
Management, Inc., a Georgia corporation and the sole member of SE ("SMI"),
Interactive Monitoring Systems, Inc., a Georgia corporation ("IMS") and Jeffrey
Bennett, the sole shareholder of SMI and IMS ("Founder" and, collectively with
SE, SMI and IMS, the "Seller"), completed the purchase from Seller of technology
and other assets related to Seller's Internet-based auto dealer support service
product called "SalesEnhancer" for $3,687,501 million in cash and the assumption
of Seller's obligations under that certain Lease Agreement between Seller,
Thomas Hall Fowler and Wilson, Hall & Neal Real Estate dated July 29, 1997. The
purchase price for the assets was determined by extensive negotiations between
Autoweb.com and Seller. Autoweb.com used its working capital for the purchase
price.
A copy of the Asset Purchase Agreement is filed as Exhibit 2.01 to this
Report and is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The Company has submitted a letter to the Securities and Exchange
Commission for guidance on the necessity for filing financial
statements in connection with the asset acquisition reported herein.
If it is determined that financial statements are required to be
filed, such statements will be filed by amendment within the time
period permitted for such filing as specified in Form 8-K, Item
7(a)(4).
(b) Pro Forma Financial Information.
See response to Item 7(a). If it is determined that financial
statements are required to be filed, such statements will be filed by
amendment within the time period permitted for such filing as
specified in Form 8-K, Item 7(b)(2).
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(c) Exhibits.
The following exhibit is filed herewith:
Exhibit No. Description of Exhibit
- ----------- ----------------------
2.01 Asset Purchase Agreement dated as of July 9, 1999, among
Autoweb.com, Inc., Sales Enhancer.com, LLC, a Georgia
limited liability company ("SE"), Solutions Management,
Inc., a Georgia corporation and the sole member of SE,
Interactive Monitoring Systems, Inc., a Georgia corporation
and Jeffrey Bennett, the sole shareholder of SMI and IMS*
____________________________________
* Registrant will furnish supplementally a copy of omitted schedules or
exhibits to Exhibit 2.01 to the Commission upon request.
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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, thereunto duly authorized.
Dated: July 23, 1999 Autoweb.com, Inc.
By: /s/ Samuel M. Hedgpeth III
--------------------------
Samuel M. Hedgpeth III
Chief Financial Officer
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INDEX TO EXHIBITS
-----------------
Exhibit No. Description of Exhibit
- ----------- ----------------------
2.01 Asset Purchase Agreement dated as of July 9, 1999, among
Autoweb.com, Inc., Sales Enhancer.com, LLC, a Georgia
limited liability company ("SE"), Solutions Management,
Inc., a Georgia corporation and sole member of SE,
Interactive Monitoring Systems, Inc., a Georgia corporation
and Jeffrey Bennett, the sole shareholder of SMI and IMS*
______________________________
* Registrant will furnish supplementally a copy of omitted schedules or
exhibits to Exhibit 2.01 to the Commission upon request.
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