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: October 6, 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 October 6, 1999, Autoweb.com, Inc. ("Autoweb.com"), pursuant to an Asset
Purchase Agreement dated as of September 8, 1999 by and among Autoweb.com, The
Gale Group, Inc., a Delaware corporation ("Seller"), Thomson Information
Licensing Corporation, a Delaware corporation ("TILC") and THI (U.S.) Inc., a
Delaware corporation ("THI"), acquired substantially all of the assets of
Seller's Automotive Information Center ("AIC") division for approximately
$20,000,000, including $16,000,000 in cash and the remainder in shares of
Autoweb.com common stock. AIC acquires, develops, markets, distributes and
licenses certain automotive-related data, software products and services to
consumers, manufacturers and the media. The purchase price for the assets was
determined by extensive negotiations between Autoweb.com and Seller. Autoweb.com
used its working capital and capital stock for the purchase price.
As part of the purchase, Autoweb.com acquired certain computer hardware and
software and office furniture, equipment and supplies Seller used in the AIC
business. Autoweb.com intends to continue to use such assets in the AIC
business.
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 financial statements required to be filed 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.
The financial statements required to be filed 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 exhibits are filed herewith:
Exhibit No. Description of Exhibit
- ---------- ----------------------
2.01 Asset Purchase Agreement dated as of September 8, 1999, among
Autoweb.com, Inc., The Gale Group, Inc., a Delaware corporation
("Seller"), Thomson Information Licensing Corporation, a
Delaware corporation ("TILC") and THI (U.S.) Inc., a Delaware
corporation ("THI")
4.01 Registration Rights Agreement dated as of September 8, 1999 by
and between Autoweb.com, Inc. and The Gale Group, Inc.
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* Registrant will furnish supplementally a copy of any omitted schedule
or exhibit to Exhibits 2.01 and 4.01 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: October 12, 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 September 8, 1999, among
Autoweb.com, Inc., The Gale Group, Inc., a Delaware corporation
("Seller"), Thomson Information Licensing Corporation, a
Delaware corporation ("TILC") and THI (U.S.) Inc., a Delaware
corporation ("THI")
4.01 Registration Rights Agreement dated as of September 8, 1999 by
and between Autoweb.com, Inc. and The Gale Group, Inc.
- --------------------------------
* Registrant will furnish supplementally a copy of any omitted schedule
or exhibit to Exhibits 2.01 and 4.01 to the Commission upon request.
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