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
May 17, 1999
(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 COMMISSION FILE NUMBER (IRS EMPLOYER
OF INCORPORATION IDENTIFICATION NUMBER)
1525 FOURTH AVENUE, SUITE 800
SEATTLE, WASHINGTON 98101-1648
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
206-292-2888
(TELEPHONE NUMBER)
ITEM 5. OTHER EVENTS
On May 17, 1999, fine.com International Corp. (the "Company") entered into
a definitive agreement with ARIS Corporation, a provider of international IT
consulting, training and software ("ARIS"), for the acquisition of all of the
outstanding shares of Company common stock for up to $12.25 million. Under
terms of the agreement, the purchase price will be paid in exchange for up to
one million shares of ARIS common stock, or a combination of 1 million ARIS
shares plus up to $5.25 million cash, depending upon the average closing price
of ARIS common stock for a ten-day measurement period. A copy of the definitive
merger agreement (and including exhibits) is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
Each of the Company's and ARIS's Board of Directors has unanimously
approved the transaction. In addition, as part of the merger agreement, each of
the Company's directors, its Chief Executive Officer and its Executive Vice
President of Finance and Operations has entered into a voting agreement with
ARIS pursuant to which, subject to the terms of the merger agreement and the
voting agreement, each such person has agreed to vote his shares of Company
common stock in favor of the merger and has granted a proxy to ARIS for such
purpose. Consummation of the merger is subject to approval by the Company's
shareholders which is to be accomplished through the means of a proxy
statement/prospectus for a special meeting of shareholders expected to be held
in the third quarter of the 1999 calendar year. The merger is expected to be
completed after August 15, 1999, and as soon as practicable following the
special shareholders' meeting and following satisfaction or waiver of all the
other conditions to closing contained in the merger agreement, including
favorable tax treatment of the acquisition and the approval of the fine.com
stockholders.
The Company issued a press release on May 18, 1999 announcing the signing
of the merger agreement. A copy of the press release is filed as Exhibit 99.2
to this Current Report on Form 8-K.
Item 7. Exhibits
(c) Exhibits.
NUMBER DESCRIPTION
------ -----------
99.1 Agreement and Plan of Merger, dated May 17, 1999, by and among
ARIS Corporation, fine.com International Corp., ARIS
Interactive, Inc., Daniel M. Fine, Frank Hadam, and Herbert L.
Fine
99.2 Press release dated May 18, 1999: "ARIS Corporation to
Acquire fine.com International."
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 as of May 26,
1999.
fine.com International Corp.
By: /S/
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Timothy J. Carroll
Executive Vice President of Finance and Operations