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 13, 1999
EGGHEAD.COM, INC.
(Exact name of registrant as specified in its charter)
0-16930 Washington 91-1296187
(Commission (State or other jurisdiction (I.R.S. Employer
File Number) of incorporation) Identification No.)
521 S.E. Chkalov Drive
Vancouver, Washington
(Address of principal executive offices)
98683
(Zip Code)
Registrant's telephone number, including area code (360) 883-3447
Item 5: Other Events
On July 13, 1999, Egghead.com, Inc., a Washington Corporation (the
"Company"), Onsale, Inc., a Delaware Corporation ("Onsale") and EO Corporation,
a Washington corporation and a wholly-owned subsidiary of Onsale ("Merger Sub"),
entered into a definitive Agreement and Plan of Merger (the "Merger Agreement").
Pursuant to the Merger Agreement and subject to the terms and conditions set
forth therein, Merger Sub will be merged with and into the Company (the
"Merger"), with the Company surviving the Merger and becoming a wholly-owned
subsidiary of Onsale. At the effective time of the Merger, each outstanding
share of the Company's common stock will be converted into the right to receive
.565 of a share of Onsale common stock (the "Exchange Ratio"). Options to
purchase Company common stock will be assumed by Onsale and converted into
options to purchase Onsale common stock, and the exercise price and number of
shares of Onsale common stock subject to each such Company option will be
appropriately adjusted to reflect the Exchange Ratio. It is the intent of the
parties that the transaction qualify as a tax-free reorganization and be
accounted for as a "pooling of interests."
After the Merger, the combined entity will be called "Egghead.com" and its
web address will be www.egghead.com. George Orban, the Chairman and CEO of the
Company, will serve as Chairman of the combined company, and S. Jerrold Kaplan,
President and CEO of Onsale, will serve as the CEO of the combined company.
In connection with the execution of the Merger Agreement, the Company
entered into a Stock Option Agreement with Onsale (the "Company Stock Option
Agreement"), pursuant to which the Company granted to Onsale an option to
purchase up to 19.9% of the outstanding shares of Company common stock, which
option is exercisable upon the occurrence of certain events specified in the
Company Stock Option Agreement. In addition, Onsale has entered into a Stock
Option Agreement with the Company (the "Onsale Stock Option Agreement"),
pursuant to which Onsale granted to the Company an option to purchase up to
19.9% of the outstanding shares of Onsale common stock, which option is
exercisable upon the occurrence of certain events specified in the Onsale Stock
Option Agreement.
Also in connection with the execution of the Merger Agreement certain
shareholders of the Company and certain stockholders of Onsale have agreed,
among other things, to vote their shares (representing approximately 5.2% of the
Company's outstanding common stock and 51.6% of Onsale's outstanding common
stock respectively) in favor of the merger.
A copy of the Merger Agreement, Company Stock Option Agreement, the Onsale
Stock Option Agreement and the forms of voting agreement are included in this
report as Exhibit 2.1, 2.2, 2.3, 2.4 and 2.5 respectively. The foregoing
description is qualified in its entirety by reference to the full text of such
exhibits. A joint press release announcing these transactions is attached to
this report as Exhibit 99.1. The Merger is subject to several closing
conditions, including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act and approval of the Company's shareholders and the stockholders
of Onsale.
Item 7: Financial Statements and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of July 13, 1999
by and among Onsale, Inc., EO Corporation and Egghead.com,
Inc.
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2.2 Company Stock Option Agreement dated as of July 13, 1999
between Egghead.com, Inc. and Onsale, Inc.
2.3 Parent Stock Option Agreement dated as of July 13, 1999
between Onsale, Inc. and Egghead.com, Inc.
2.4 Form of Company Voting Agreement dated July 13, 1999
between Onsale, Inc. and certain shareholders of
Egghead.com, Inc.
2.5 Form of Parent Voting Agreement dated July 13, 1999 between
Egghead.com, Inc. and certain stockholders of Onsale, Inc.
99.1 Joint Press Release dated July 14, 1999.
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SIGNATURE
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.
Dated: July 23, 1999
EGGHEAD.COM, INC.
By: /s/ Brian W. Bender
--------------------------------
Brian W. Bender
Chief Financial Officer,
Vice President of Finance
and Secretary
EXHIBIT INDEX
Exhibit
2.1 Agreement and Plan of Merger dated as of July 13, 1999 by
and among Onsale, Inc. and Egghead.com, Inc.
2.2 Company Stock Option Agreement dated as of July 13, 1999
between Egghead.com, Inc. and Onsale, Inc.
2.3 Parent Stock Option Agreement dated as of July 13, 1999
between Onsale, Inc. and Egghead.com, Inc.
2.4 Form of Company Voting Agreement dated July 13, 1999 between
Onsale, Inc. and certain shareholders of Egghead.com, Inc.
2.5 Form of Parent Voting Agreement dated July 13, 1999 between
Egghead.com, Inc. and certain stockholders of Onsale, Inc.
99.1 Joint Press Release dated July 14, 1999.