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: September 10, 1998
Date of earliest event reported: August 26, 1998
FVC.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-23305 77-0357037
(Commission File No.) (IRS Employer Identification No.)
3393 OCTAVIUS DRIVE
SUITE 102
SANTA CLARA, CA 95054
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 567-7200
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 26, 1998, FVC.COM, Inc. (the "Registrant") completed the
acquisition of ICAST Corporation, a California corporation ("ICAST"). ICAST
was acquired pursuant to an Agreement and Plan of Merger and Reorganization,
dated as of July 30, 1998, among the Registrant, ICAST, FVC Acquisition Corp.
and certain shareholders of ICAST, pursuant to which a wholly-owned
subsidiary of the Registrant was merged with and into ICAST (the "Merger").
Concurrently with the Merger, (i) the former ICAST shareholders obtained the
right to receive, in total, approximately 408,806 shares of the Registrant's
Common Stock, (ii) 22,261 shares of the Registrant's Common Stock were
reserved for issuance upon exercise of ICAST options assumed by the
Registrant and (iii) 3,644 shares of the Registrant's Common Stock were
reserved for issuance upon exercise of ICAST warrants assumed by the
Registrant.
Enzo Torresi, a director and stockholder of the Registrant was, prior to
the Merger, Chairman of the Board of Directors, Chief Executive Officer and a
significant shareholder of ICAST. James R. Swartz, a director of the
Registrant was, prior to the Merger, a director of ICAST and is a general
partner of partnerships that are the general partners of various entities
that, collectively, were significant shareholders of ICAST prior to the
Merger. Entities affiliated with Mr. Swartz are also significant stockholders
of the Registrant.
The Merger is intended to qualify as a tax free reorganization and to be
accounted for as a purchase. ICAST is a developer of Internet Protocol (IP)
voice and video broadcast solutions. The Registrant intends to continue to
use the assets acquired to conduct such business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. It is impracticable to provide the required financial statements
for the acquisition of ICAST Corporation at the time this Form 8-K
is filed. The required financial statements will be filed by
amendment as soon as practicable.
b. It is impracticable to provide the required pro forma financial
information for the acquisition of ICAST Corporation at the time
this Form 8-K is filed. The 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 among First
Virtual Corporation (now known as FVC.COM, Inc.), FVC
Acquisition Corp., ICAST Corporation and Certain Shareholders
of ICAST Corporation, dated as of July 30, 1998.
2.
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.
FVC.COM, INC.
Dated: September 9, 1998 By: /s/ James O. Mitchell
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James O. Mitchell
Vice President, Operations
and Chief Financial Officer
3.