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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) June 23, 1999
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RMI.NET, Inc.
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(Exact name of Registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
001-12063 84-1322326
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(Commission File Number) (IRS Employee Identification No.)
999 Eighteenth Street, Suite 2201 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 672-0700
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Rocky Mountain Internet, Inc.
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(Former name or former address, if changed since last report)
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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:
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<CAPTION>
Exhibit
Number Description
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<S> <C>
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.
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* To be filed by amendment.
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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.
Rocky Mountain Internet, Inc.
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(Registrant)
Date: July 8, 1999 By: /s/ CHRISTOPHER J. MELCHER
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Christopher J. Melcher
Vice President, General Counsel and
Corporate Secretary
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Exhibit 20.1
RMI.NET ACQUIRES COMMERCEGATE CORPORATION, A DEVELOPER OF BUSINESS-TO-BUSINESS
E-COMMERCE SOLUTIONS
DENVER, June 24 /PRNewswire/ -- RMI.NET, Inc. (Nasdaq: RMII), formerly Rocky
Mountain Internet (RMI), a national e-business and convergent communications
company, announced today the acquisition of CommerceGate Corporation, a
Seattle-based Internet e-commerce software development and consulting
services firm. CommerceGate focuses on business-to-business Internet commerce
applications. The company has partnered with a number of leading
middle-market accounting software vendors on strategies to extend their
systems to support Internet commerce. It also has designed a commerce
platform for delivering Internet selling and purchasing systems that easily
integrates with existing accounting systems.
The purchase of CommerceGate extends RMI's capabilities in providing
e-business solutions to small and medium-sized companies. RMI also intends to
integrate CommerceGate's business-to-business software into its proprietary
portal site and search engine, InfoHiway.com, to provide portal-based
commerce services.
"With the acquisition of CommerceGate, our breadth and depth of e-business
products and expertise becomes even stronger," said Ronald Stevenson,
president for RMI.NET Web Solutions. "As the business-to-business commerce
marketplace grows to at least eight times that of business-to-consumer
activity, RMI.NET will be uniquely positioned to enable our customers to
conduct those transactions."
According to eMarketer, business-to-business commerce is expected to hit $268
billion by 2002. Roger Penner, founder and chief executive officer of
CommerceGate, will join RMI as its vice president of commerce solutions, with
responsibility for RMI's commerce product, marketing and distribution
strategy. "Given RMI.NET's growing nationwide sales coverage and its strong
platform of e-commerce assets, including its Internet selling and portal
software, there isn't a company better positioned to harvest the potential of
Internet commerce," Penner said. "Together, we will be able to offer
businesses the Internet selling, purchasing and marketing solutions that
deliver tremendous value."
As a recognized leader in Internet commerce, Penner was chief operating
officer of Elekom Corporation, Egghead.com's application development
subsidiary, which pioneered business-to-business Internet commerce software
before its sale to Clarus Corporation (formerly SQL Financials) in mid-1998.
RMI.NET, formerly Rocky Mountain Internet, is a Denver-based e-business and
convergent communications company focused on providing a single-source
network of Internet and telecommunication solutions for small to medium-size
businesses, small office/home office (SOHOs) and consumer households. RMI
possesses the full spectrum of tools needed to effect the realization of
e-business and converging communications -- from commerce-enabled web design,
hosting and marketing to dial-up and dedicated Internet access and local,
long-distance and IP telephony. RMI also wholly owns a proprietary portal
site and search engine, Infohiway, at www.infohiway.com. For more information
call 1-800-864-4327, or visit our web site at www.rmi.net.
This press release might contain forward-looking statements. These
forward-looking statements are subject to risks and uncertainties. Actual
results may differ materially from such forward-looking statements as a
result of risks and uncertainties which are described in the cautionary
statements section of the company's 10K dated December 31, 1998, and may
include other risks described in all Securities and Exchange Commission
filings submitted as of this date.
/CONTACT: Mark Stutz of RMI.NET, Inc., 303-313-0672, [email protected]/
