UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): August 4, 2003
i3 Mobile, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-30175 51-0335259
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
181 Harbor Drive, Stamford, Connecticut 06902
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 203-353-0383
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Required FD Disclosure.
On August 4, 2003, i3 Mobile, Inc. (the "Company") entered into a
non-binding Letter of Intent (the "Letter of Intent") with ACE*COMM Corporation
("ACE*COMM") that contemplates a proposed transaction pursuant to which
ACE*COMM, or a wholly owned subsidiary of ACE*COMM would acquire 100% of the
outstanding capital stock of the Company from the stockholders of the Company in
exchange for a number of freely tradeable shares of ACE*COMM's common stock, par
value $.01 per share, to be paid by ACE*COMM to the Company's stockholders at
the closing of the proposed transaction (the "Proposed Transaction").
The consummation of the Proposed Transaction is contingent upon: (1)
each of the Company and ACE*COMM conducting, and being satisfied in all respects
with the results of, a due diligence investigation of the other party; (2) the
preparation and execution of a definitive merger agreement by and between the
Company and ACE*COMM; (3) the receipt of all necessary governmental, corporate
and third-party consents and approvals; and (4) the absence of any material
adverse change with respect to the Company or ACE*COMM.
If the proposed Transaction is consummated, at closing, ACE*COMM would
expand its existing four-member board of directors to six, of which, the Company
would appoint two designees to serve as directors.
The Letter of Intent may be terminated if the definitive merger
agreement is not executed within 21 days following the date of the Letter of
Intent or may be terminated by mutual agreement between the Company and
ACE*COMM.
Reference is made to Exhibit 10.1 to this filing for more complete
information respecting the Letter of Intent.
The Company issued a press release announcing entering into the Letter
of Intent. See press release attached as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10.1 Letter of Intent, dated August 4, 2003, between i3 Mobile, Inc. and
ACE*COMM Corporation.
99.1 Text of Press Release of the Company, dated August 5, 2003.
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.
i3 Mobile, Inc.
Date: August 5, 2003 By: /s/ Edward J. Fletcher
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Name: Edward J. Fletcher
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
10.1 Letter of Intent, dated August 4, 2003, between i3 Mobile,
Inc. and ACE*COMM Corporation.
99.1 Text of Press Release of the Company, dated
August 5, 2003.