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: July 1, 1999
(Date of earliest event reported: June 16, 1999)
XOOM.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-25139 88-0361536
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
300 Montgomery Street, Suite 300, San Francisco, California 94104
(Address of Principal Executive Offices) (Zip Code)
(415) 288-2500
(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 June 16, 1999, the Registrant completed the acquisition of
Paralogic Software Corporation, a California corporation ("Paralogic"). The
acquisition of Paralogic was consummated pursuant to an Agreement and Plan of
Merger, dated as of June 10, 1999, as amended, (the "Merger Agreement"),
providing for the merger of XMCM Sub, Inc., a wholly-owned subsidiary of the
Registrant, with and into Paralogic (the "Merger"), with Paralogic surviving
as a wholly-owned subsidiary of the Registrant. Upon consummation of the
Merger, approximately 654,018 shares of the Registrant's common stock became
issuable and approximately 94,734 additional shares of the Registrant's
common stock have been reserved for issuance upon the exercise of outstanding
Paralogic options that the Registrant is assuming pursuant to the terms of
the Merger Agreement, reflecting a common stock exchange ratio of 0.125605
shares of the Registrant's common stock for each outstanding share of
Paralogic's common stock (including shares of Paralogic's common stock
issuable upon exercise of outstanding Paralogic options). The Merger is
expected to be accounted for under the purchase method of accounting, and was
structured to qualify as a tax-free reorganization under the Internal Revenue
Code of 1986, as amended.
Mr. Vijay Vaidyanathan, Chief Technology Officer of the Registrant,
Mr. Bob Ellis, Publisher and a director of the Registrant, and Mr. Rajesh
Aji, Vice President, Corporate and Legal Affairs and General Counsel of the
Registrant, each were shareholders of Paralogic and are entitled to receive
approximately 488,011, 9,516 and 2,512 shares of the Registrant's common
stock respectively in connection with the consummation of the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The following documents appear as Exhibit 99.1 to this Current Report
on Form 8-K and are incorporated herein by reference:
(i) Paralogic Software Corporation audited financial statements as of
December 31, 1998 and for the period from February 11, 1998 (inception) through
December 31, 1998.
(ii) Paralogic Software Corporation unaudited financial statements as
of March 31, 1999 and for the three months ended March 31, 1999 and March 31,
1998.
(b) Pro Forma Financial Information.
The following documents appear as Exhibit 99.2 to this Current Report
on Form 8-K and are incorporated herein by reference:
Unaudited Pro Forma Condensed Combined Financial Information as of
March 31, 1999 and for the three months ended March 31, 1999 and for the year
ended December 31, 1998.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of June 10, 1999, by and
among the Registrant, XMCM Sub, Inc., Paralogic Software Corporation and certain
shareholders of Paralogic Software Corporation named therein.
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of
June 14, 1999, by and among the Registrant, XMCM Sub, Inc., Paralogic Software
Corporation and certain shareholders of Paralogic Software Corporation named
therein.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
99.1 Financial Statements of Paralogic Software Corporation.
99.2 Unaudited Pro Forma Condensed Combined Financial Information.
99.3 Fairness Opinion of BancBoston Robertson Stephens, Inc.
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.
XOOM.COM, INC.
By: /s/ JOHN HARBOTTLE
---------------------------------------
John Harbottle
Principal Financial and Accounting Officer
Date: July 1, 1999
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger, dated as of June 10, 1999, by and
among the Registrant, XMCM Sub, Inc., Paralogic Software
Corporation and certain shareholders of Paralogic Software
Corporation named therein.
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of
June 14, 1999, by and among the Registrant, XMCM Sub, Inc.,
Paralogic Software Corporation and certain shareholders of
Paralogic Software Corporation named therein.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
99.1 Financial Statements of Paralogic Software Corporation.
99.2 Unaudited Pro Forma Condensed Combined Financial Information.
99.3 Fairness Opinion of BancBoston Robertson Stephens, Inc.