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
July 2, 2001
Date Filed with SEC
June 18, 2001
Date of Earliest Event Reported
(Date of Report)
NETWORK COMMERCE INC.
(Exact Name of Registrant as Specified in Charter)
WASHINGTON 000-26707 91-1628103
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
411 FIRST AVENUE SOUTH, SUITE 200 NORTH, SEATTLE, WA 98104
(Address of Principal Executive Offices, including Zip Code)
(206) 223-1996
(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On June 18, 2001, Network Commerce Inc. ("Network Commerce") through its
wholly-owned subsidiary Internet Domain Registrars Corp., a California
corporation doing business as Registrars.com ("IDR"), sold substantially all of
IDR's assets to VeriSign, Inc., a Delaware corporation, ("Buyer") and
Registrars.com Acquisition Corporation, a Delaware corporation and a wholly
owned subsidiary of Buyer ("Acquisition Sub") pursuant to an Asset Purchase
Agreement dated as of June 15, 2001, among Network Commerce, Buyer, Acquisition
Sub, IDR, IDR Internet Domain Registrars Corp. ("IDR Canada"), Domainstore.com
Registration Corp. ("Domainstore") and Bulkreserve.com Domain Registration Corp.
("Bulkreserve") (IDR Canada, Domainstore.com and Bulkreserve.com are
collectively referred to herein as "IDR Subs").
Under the terms of the asset purchase agreement, VeriSign and Acquisition
Sub purchased substantially all of the assets of IDR and IDR Subs. The purchase
price for the assets was $4,675,000 plus the value of certain liabilities of IDR
and IDR Subs that were assumed by VeriSign at closing. 95% of the purchase price
was paid at closing. Five percent of the purchase price will be held in escrow
for one year for indemnification purposes, and an additional $350,000 of the
purchase price will be withheld until certain contracts have been reviewed and
certain consents have been obtained. The consideration paid by VeriSign and
Acquisition Sub in connection with the acquisition of the assets of IDR and IDR
Subs was determined in arm's length negotiations between Network Commerce and
VeriSign.
Pursuant to the asset purchase agreement, Network Commerce agreed to
indemnify VeriSign for, among other things, any damages VeriSign suffers because
of any inaccuracy in the representations and warranties made by IDR or Network
Commerce in connection with the asset purchase agreement and the other documents
related to the acquisition of the assets. To secure these indemnification
obligations, 5% of the purchase price will be held by an escrow agent for one
year.
The asset purchase agreement is filed as an exhibit to this report and is
incorporated into this report by reference. This summary of the provisions of
the stock purchase agreement is not complete, and you should refer to the
exhibits for a copy of the actual asset purchase agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Information
Not applicable.
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
10.1 Asset Purchase Agreement, dated as of June 15, 2001, among
Network Commerce Inc., Internet Domain Registrars Corp.,
IDR Internet Domain Registrars Corp., Blukreserve.com
Domain Registration Corp., Domainstore.com Registration
Corp., VeriSign, Inc. and Registrars Acquisition Corp.
99.1 Press Release dated June 18, 2001.
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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.
NETWORK COMMERCE INC.
Dated: July 2, 2001 /s/ Anne-Marie Savage
Anne-Marie Savage
Executive Vice President
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EXHIBIT INDEX
Exhibit
Number Description
10.1 Asset Purchase Agreement, dated as of June 15, 2001, among
Network Commerce Inc., Internet Domain Registrars Corp.,
IDR Internet Domain Registrars Corp., Blukreserve.com
Domain Registration Corp., Domainstore.com Registration
Corp., VeriSign, Inc. and Registrars Acquisition Corp.
99.1 Press Release dated June 18, 2001.
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