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) June 23, 1999
---------------------
RMI.NET, Inc.
----------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware
----------------------------------------------------------------------
(State or other jurisdiction of incorporation)
001-12063 84-1322326
----------------------------- ---------------------------------
(Commission File Number) (IRS Employee Identification No.)
999 Eighteenth Street, Suite 2201 80202
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 672-0700
---------------------
Rocky Mountain Internet, Inc.
----------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On June 23, 1999, the Registrant entered into an Agreement and Plan of
Merger (the "CommerceGate Merger Agreement") with CommerceGate Corporation, a
Washington corporation headquartered in Seattle, Washington, pursuant to
which CommerceGate Corporation and its subsidiaries ("CommerceGate") merged
with and into the Registrant (the "CommerceGate Merger"). The purchase price
of the assets acquired was approximately $1.25 million, payable in the form
of 108,790 shares of the Registrant's common stock (43,516 shares of which
will be registered). The consideration that the Registrant agreed to pay to
CommerceGate was determined through arm's length negotiation. There was no
material relationship between the Registrant and CommerceGate prior to the
Merger. CommerceGate is an e-commerce software development and consulting
services firm. The Registrant intends to utilize the assets acquired form
CommerceGate in the same manner that CommerceGate utilized the assets prior
to their acquisition by the Registrant. A copy of the Registrant's press
release is attached hereto as Exhibit 20.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
List below the financial statements, pro forma financial information and
exhibits, if any, filed as a part of this report.
(a) Financial Statements of Businesses Acquired:
Not required.
(b) Pro Forma Financial Information:
Not required.
(c) Exhibits:
Exhibit
Number Description
------- -----------------------------------------------------------
10.1 Agreement and Plan of Merger dated as of June 23, 1999 by
and between RMI.NET, Inc. and CommerceGate Corporation *
20.1 News Release dated June 14, 1999 announcing the CommerceGate
Merger.
* To be filed by amendment.
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.
Rocky Mountain Internet, Inc.
---------------------------------------
(Registrant)
Date: July 8, 1999 By: /s/ CHRISTOPHER J. MELCHER
------------------------------------
Christopher J. Melcher
Vice President, General Counsel and
Corporate Secretary