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
JULY 31, 1998
Date of Report
FINE.COM INTERNATIONAL CORP.
Name of Registrant as Specified in its Charter
STATE OF WASHINGTON 0-22805 91-1657402
State or Other Jurisdiction of Incorporation Commission File Number IRS Employer Identification Number
1525 FOURTH AVENUE, SUITE 800
SEATTLE, WASHINGTON 98101-1648
Address of Principal Executive Offices
206-292-2888
Telephone Number
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective July 31, 1998, fine.com International Corp. (the "Registrant")
closed its acquisition of Meta4 Digital Design, Inc., a Delaware corporation
("Meta4"). The acquisition of Meta4 was effected by means of a reverse merger
of Meta4 into a newly formed Washington corporation and wholly-owned subsidiary
of the Registrant, pursuant to the terms of an Agreement and Plan of Merger
dated July 29, 1998 (a copy of which is filed as Exhibit 99.2 to this Current
Report, the "Merger Agreement"). The Registrant issued a press release on July
30, 1998 announcing the signing of the Merger Agreement (a copy of which is
filed as Exhibit 99.1 to this Current Report). Following the merger Meta4 will
continue as a wholly-owned subsidiary of the Registrant, under the name "Meta4
Digital Design, Inc." The merger was accounted for as pooling-of-interests.
The purchase price for the acquisition was $1.1 million, less adjustments
that may be required by the Merger Agreement, and was paid in shares of Common
Stock of the Registrant valued at a price of $5.07 per share. The Registrant
issued a total of 216,749 shares of Common Stock to the two former shareholders
of Meta4. Pursuant to the Merger Agreement, the former shareholders of Meta4
pledged approximately 16% of the shares received in the merger as collateral to
secure certain representations and warranties under the Merger Agreement. In
addition, in connection with the merger, the Registrant assumed and paid off
certain notes payable of Meta4 in the aggregate amount of approximately $187,300
principal plus interest, which notes were due and payable to a shareholder of
Meta4 and an affiliate of such shareholder. The notes were paid and cancelled
by the Registrant in the merger in exchange for the issuance of a total of
36,904 shares of Common Stock valued at the merger price of $5.07 per share.
Effective upon the merger, each of the two former principals and
shareholders of Meta4, Alberto Blanco and Kathy Berni, entered into three-year
employment agreements with Meta4 Digital Design, Inc., the surviving entity in
the merger and wholly-owned subsidiary of the Registrant. Mr. Blanco serves
Vice President of Business Development, and Ms. Berni is Vice President of
Operations. In addition, James P. Chamberlin, the Registrant's Chief Financial
Officer, serves as President and a Director of the subsidiary.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Financial statements of Meta4 are not included in this Current Report,
but will be filed within 60 days by an amendment to this Current Report.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information for the acquisition of Meta4 are not
included in this Current Report, but will be filed within 60 days by an
amendment to this Current Report.
(c) EXHIBITS.
Number Description
------ -----------
99.1 Press release dated July 30, 1998: "fine.com International Corp. to Acquire Meta4
Digital Designs Inc."
99.2 Agreement and Plan of Merger (exclusive of schedules and exhibits) dated as of July 29,
1998 with Meta4 Digital Design, Inc.
-2-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: August 13, 1998.
FINE.COM INTERNATIONAL CORP.
By: /s/ James P. Chamberlin
-------------------------------
James P. Chamberlin
Chief Financial Officer
-3-