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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 ACT OF 1934
Date of Report (date of earliest event reported): March 16, 1998
CYBERCASH, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27470 54-1725021
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
2100 Reston Parkway, Reston, Virginia 20191
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 620-4200
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ITEM 5. OTHER EVENTS.
On March 16, 1998, CyberCash, Inc. (the "Company") entered into a
non-binding agreement to acquire ICVERIFY, Inc., of Oakland, California for
2,300,000 shares of the Company's common stock and $16,250,000 in cash. The
consummation of the transaction is subject to the negotiation and execution of
a definitive merger agreement and certain other conditions. The Company's press
release announcing the agreement in principle, filed as Exhibit 99.1, discusses
the proposed transaction in greater detail.
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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.
CYBERCASH, INC.
By: \s\ James J. Condon
------------------------
James J. Condon
Chief Financial Officer
March 18, 1998
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EXHIBIT INDEX
EXHIBIT NO.
99.1 Press Release dated March 17, 1998.
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EXHIBIT 99.1
March 17, 1998
CONTACT: CyberCash, Inc. ICVERIFY, Inc.
Jordanna M. Taffel Cindi Bennett
Director, Public Relations Manager, Marketing
703-715-7837 Communications
Pager: 888-996-5577 510-563-6215
[email protected] Mobile: 510-517-4908
[email protected]
CYBERCASH, INC. AND ICVERIFY, INC. ANNOUNCE PLANS TO MERGE
CYBERCASH AND ICVERIFY MERGE TO CREATE POWERFUL NETWORK OF SOFTWARE AND
SERVICES FOR ELECTRONIC COMMERCE SOLUTIONS
RESTON, VA. March 17, 1998. CyberCash, Inc. (Nasdaq, CYCH) and ICVERIFY, Inc.,
announced today that they have reached an agreement in principle to merge the
two companies. The shareholders of ICVERIFY will receive in the transaction $16
million in cash and 2.3 million shares of CyberCash common stock. The
consummation of the transaction is subject to negotiation of a binding
agreement and certain other conditions.
The combined company will be the clear market leader in Internet payment
solutions. CyberCash's Internet offerings will be tightly integrated with
ICVERIFY's physical world products, providing customers with a wide variety of
features and an easy migration path between the physical and virtual worlds.
Following the merger, which is expected to be completed in the second quarter
of 1998, ICVERIFY would become a wholly owned subsidiary of CyberCash, Inc. F.
Thomas Aden will remain President and Chief Executive Officer of ICVERIFY. He
will also serve as an Executive Vice President of CyberCash. Steve Elefant,
ICVERIFY co-founder and Chairman will become Vice Chairman of CyberCash. Eric
Buchbinder, the other co-founder, will become Senior Vice President, Advanced
Technology.
CYBERCASH, INC.
CyberCash was a pioneer in developing technology and services to enable
merchants and billers to accept payments on the Internet. The Company has
designed and implemented a suite of payment systems that provide merchants not
only with the ability to authorize and settle payment card transactions, but to
accept electronic equivalents of cash and check payments. It is currently one
of a handful of companies worldwide that has developed a complete system for
the Secure Electronic Transactions (SET) protocol.
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"The beauty of this merger is that it combines two companies that have been
converging to the same point from two different sides of the payments
industry," said Bill Melton, CEO of CyberCash. "ICVERIFY began its life
creating "shrink wrapped" payment software solutions for merchants with
physical stores. It has built on that base to produce a world-class software
product for mail order and Internet merchants. CyberCash began its life
creating payment solutions for Internet merchants, and though it has focused on
the Internet, it has begun to broaden its own offerings in ways that could
offer value to merchants in the mail order and physical world. Together we will
be able to offer merchants and financial institutions a broad and rich set of
payment solutions."
Melton also said, "The merged companies will achieve a critical mass that puts
us in the strongest possible strategic position to capitalize on the projected
rapid growth of commerce on the Internet. It should also make us a very
attractive partner for banks seeking to offer Internet payments capabilities to
their customers. In addition, ICVERIFY has built a solid and growing business
around its excellent products for physical world merchants. We are looking
forward to combining our marketing resources with theirs in building that
business."
ICVERIFY, INC.
ICVERIFY has based much of its strategy on the move toward open architecture
PC-based cash registers. This trend has enabled it to develop flexible
software-based payment solutions offering far more features and functions than
closed proprietary hardware solutions. Recognizing the opportunities offered by
the growth of Internet commerce, ICVERIFY built on its physical world software
platform to create NetVERIFY, a software payment solution for Internet
merchants.
"We are very excited about the merger," said ICVERIFY CEO, Tom Aden. "The
strategic fit between the two companies makes the deal a natural. Once we began
to study what a combined company would look like, and the strengths it could
bring to the marketplace, the merger seemed almost inevitable."
According to Steven Elefant, Chairman and co-founder of ICVERIFY, "Our focus
has been on providing software to enable payments electronically. CyberCash has
been primarily a provider of payment-related services. By offering a menu of
software and services, together we will be able to offer merchants and
financial institutions a complete, end-to-end solution for electronic
payments."
The product lines of both CyberCash and ICVERIFY will continue. When the
companies integrate, it is anticipated the product lines will evolve together
in future development efforts. The Companies will leverage their engineering,
customer service and marketing forces to create critical mass for growth in the
electronic commerce payment solutions marketplace.
In addition to their U.S. base, both CyberCash and ICVERIFY also have a strong
presence in Europe and Asia. CyberCash is deploying its payment services in the
United Kingdom through Barclays Bank, in Germany through CyberCash, GmbH, a
joint venture with several German banks, and in Japan through CyberCashKK.
ICVERIFY, GmbH has a sales and marketing organization headquartered in Munich
that addresses Europe, the Middle East and Africa.
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ABOUT ICVERIFY,INC.
ICVERIFY, Inc. is a privately held venture capital-funded corporation with U.S.
headquarters in Oakland, California and European headquarters in Munich,
Germany Founded in 1989, the company is the leading provider of software
solutions for authorizing credit card, purchasing card, debit/ATM card and
check transactions for merchants. More then a quarter-million points-of-sale
including web commerce sites, Internet service providers, retail stores and
catalog companies use ICVERIFY's software products For more information about
ICVERIFY, please visit http://www.icverify.com. ICVERIFY is a U.S registered
trademark of ICVERIFY.Inc.
ABOUT CYBERCASH, INC.
CyberCash, Inc., headquartered in Reston, Virginia, USA, is a pioneer and
leading provider of technology and services that allow secure payment
transactions on the Internet. The Company offers a complete suite of Internet
payment solutions including a payment card service which supports credit, debit
and purchase cards, an innovative electronic cash service which enables
micropayments and other cash transactions and a secure electronic check service
which allows consumer-to-business and business-to-business payments from a bank
account. CyberCash is traded on the Nasdaq Stock Market, under the symbol CYCH.
CyberCash's Web address is http://www.cybercash.com
This press release contains statements that are forward looking. They are
based on the Company's current expectations, and are subject to a number of
uncertainties and risks. The Company's actual results may differ materially.
The uncertainties and risks include the pace of growth of Internet commerce,
the development by the Company and its competitors of new products and
services, strategic decisions by major participants in the industry,
competitive pricing pressures, legal and regulatory developments and general
economic conditions. Further information about these and other relevant risks
and uncertainties may be found in the Company's report on Form 10-K and its
other filings with the Securities and Exchange Commission, all of which are
available from the Commission and from the Company's worldwide web site
http://www.cybercash.com, as well as other sources.
To receive CyberCash's latest news and corporate developments via fax at no
cost, please call 1-800-PRO-INFO. Use company code CYCH.
