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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) September 12, 1999
Internet America, Inc.
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(Exact name of registrant as specified in its charter)
Texas 000-25147 86-0778979
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Dallas Center, 350 N. St. Paul Street, Suite 3000, Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 861-2500
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ITEM 5. OTHER EVENTS.
On September 12, 1999, Internet America, Inc., a Texas corporation
(the "Company"), entered into an Agreement and Plan of Merger with PDQ.Net,
Incorporated, a Texas corporation ("PDQ.Net"), pursuant to which a subsidiary
of the Company will merge with and into PDQ.Net, with PDQ.Net surviving as a
wholly owned subsidiary of the Company. The consideration for the merger is
2,425,000 shares of the Company's common stock. The merger is subject to
customary closing conditions, including the consent of the shareholders of both
the Company and PDQ.Net. Subject to such conditions, the Company expects the
merger to be completed by December 15, 1999.
A copy of the press release, dated September 13, 1999, issued by the
Company regarding the above-described transaction is attached as Exhibit 99.1
hereto.
ITEM 7. EXHIBITS.
(c) 99.1 Press Release dated September 13, 1999 issued by the Company.
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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.
INTERNET AMERICA, INC.
/s/ Michael T. Maples
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Michael T. Maples, President and
Chief Executive Officer
Date: September 27, 1999
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press Release dated September 13, 1999 issued by the Company.
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EXHIBIT 99.1
CONTACT FOR RELEASE
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Paul R. Streiber Monday, September 13, 1999
Director, Corporate Communications 7:30 AM CDT
Internet America, Inc.
214.861.2582
[email protected]
Marc Ladin
Director of Marketing
PDQ.net
713.830.3120
[email protected]
INTERNET AMERICA ACQUIRES PDQ.NET IN HOUSTON
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COMBINED ENTITY WILL HAVE OVER 145,000 SUBSCRIBERS
DALLAS, September 13 -- Internet America, Inc. (Nasdaq: GEEK) and
PDQ.net, Inc. announced today a definitive agreement under which Internet
America will acquire all of the outstanding shares of PDQ.net in a
stock-for-stock transaction. The value of the transaction is approximately $32
million based on the September 10 closing price for Internet America common
stock.
The combination of the two companies will create one of the largest
Internet service providers (ISP) in Texas with more than 145,000 subscribers and
annual revenues of approximately $34 million. The combined company will realize
economies of scale in marketing, networking and deploying new technologies.
With this agreement, Internet America acquires the largest
Houston-based ISP with over 42,000 subscribers and more than $2 million in
annual business services revenue. The acquisition of PDQ.net, along with the
recent purchase of NeoSoft, establishes a market share for Internet America in
the Houston area similar to that achieved by the company in North Texas.
"This acquisition is a momentous event for Internet America and we are
thrilled that PDQ.net has chosen to align with us," said Mike Maples, president
and chief executive officer of Internet America. "The combination with PDQ.net
substantially increases our market share in the region. Establishing a
high-density customer base in the fourth largest city in the U.S. is a giant
step for Internet America. As the premier ISP in Texas, we will be well
positioned for future acquisitions and expansion."
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Internet America will issue 2,425,000 shares of its common stock in
exchange for all the outstanding stock of PDQ.net. PDQ.net will be an
independently operated subsidiary of Internet America. Internet America expects
that the transaction will close in the fourth calendar quarter of this year. It
is subject to the approval of Internet America and PDQ.net shareholders. As a
result of the agreement, PDQ.net receives two designates to the Internet America
Board of Directors. Deutsche Banc Alex.Brown advised PDQ.net in this
transaction.
"Joining forces with Internet America enhances our ability to continue
providing excellent Internet service and great customer support while preserving
the PDQ.net brand name," said Billy Ladin, CEO of PDQ.net. "The merger will
accelerate the expansion of our successful consumer and business services
operations, as well as maintain our position as Houston's largest one-stop
resource for Internet services and e-commerce solutions. There is a natural fit
between our companies that will create tremendous benefits for our customers,
employees and shareholders. We look forward to working with Internet America to
ensure a smooth transition."
PDQ.net (http://www.pdq.net) delivers outstanding service and support
to its customers and a full range of Internet service for home and businesses.
Since its founding in January 1997, PDQ.net quickly became the largest ISP in
Houston by implementing an aggressive, targeted marketing strategy and providing
high quality service. Named Houston's #1 ISP by the Houston Business Journal,
PDQ.net offers home dial-up and DSL service, corporate connectivity, Web site
design and network consulting. PDQ.net received the Houston Press Reader's
Choice Award in the category of Best Internet Service Provider in 1997 and 1998.
With over 42,000 customers, PDQ.net is Houston's largest local ISP.
Based in Dallas, Internet America (http://www.airmail.net) is a leading
Internet service provider in the southwestern United States. Through its
1-800-Be-A-Geek(R) television campaigns that emphasize the speed and quality of
its Internet services and its commitment to customer care, Internet America has
become one of the leading Internet service providers in its markets. Internet
America offers a wide array of Internet services tailored to meet the needs of
individual consumers, including Expresslane DSL, dial-up Internet access,
multiple e-mail
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addresses, World Wide Web access, chat, Usenet News and personal web sites.
Internet America also provides a full range of services to business customers,
including dedicated high-speed access, web hosting, server co-location and
domain name registration.
This press release may contain forward-looking statements relating to
future financial results or business expectations and, as a result, should be
considered as subject to the many uncertainties that exist in Internet America's
operations and business environment. Business plans may change as circumstances
warrant and actual results may differ materially as a result of a number of
factors. Such factors include, but are not limited to: the Company's expansion
and acquisition strategy, the Company's ability to achieve operating
efficiencies, the Company's dependence on network infrastructure, capacity,
telecommunications carriers and other suppliers, industry pricing and technology
trends, evolving industry standards, regulatory changes, and general economic
and business conditions. These risk factors and additional information are
included in Internet America's filings with the Securities and Exchange
Commission, including its Form 10-QSB for the quarter ended March 31, 1999, and
its Form SB-2 dated May 17, 1999.
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