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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 17, 1999
Ticketmaster Online-CitySearch, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-25041 95-4546874
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
790 E. Colorado Boulevard, Suite 200, Pasadena, California 91101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 405-0050
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective September 17, 1999, pursuant to an Agreement and Plan of
Merger, dated as of July 19, 1999, by and among Microsoft Corporation, a
Washington corporation ("Microsoft"), Sidewalk.com, Inc., a Nevada
corporation and wholly-owned subsidiary of Microsoft ("Sidewalk"),
Ticketmaster Online-CitySearch, Inc., a Delaware corporation (the "Company"),
and Ticketmaster Acquisition, Inc., a Nevada corporation and wholly-owned
subsidiary of the Company ("Acquisition"), the Company acquired Microsoft's
Sidewalk.com business (the "Sidewalk Business") through the merger of
Acquisition with and into Sidewalk. The Sidewalk Business is the
entertainment city guide portion of Microsoft's Microsoft Network or MSN, a
network of services located on the World Wide Web.
As consideration for the merger, all issued and outstanding shares
of Sidewalk were converted into 7,000,000 shares of Class B Common Stock, par
value $.01 per share, of the Company (the "Class B Shares"). In addition, the
Company issued to Microsoft warrants to acquire an aggregate of 4.5 million
Class B Shares. Pursuant to these warrants, Microsoft can acquire 3,000,000
Class B Shares at an initial exercise price of $30 per share, subject to
adjustment in certain circumstances, and 1,500,000 Class B Shares at a fixed
exercise price of $60 per share. The Company also entered into distribution,
licensing and additional cross-promotional arrangements with Microsoft in
connection with its acquisition of the Sidewalk Business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. No financial statements are
required to be filed in connection with the acquisition of the Sidewalk
Business by the Company pursuant to the applicable provisions of
Regulation S-X.
(b) PRO FORMA FINANCIAL INFORMATION. No pro forma financial information is
required to be filed in connection with the acquisition of the Sidewalk
Business by the Company pursuant to the applicable provisions of
Regulation S-X.
(c) EXHIBITS.
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Exhibit No. Description
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2.1 Agreement and Plan of Merger by and among
Sidewalk.com, Inc., Microsoft Corporation,
Ticketmaster Online-CitySearch, Inc. and
Ticketmaster Acquisition, Inc., dated as of July
19, 1999 (incorporated by reference to Exhibit 2.7
from the Company's quarterly report on Form 10-Q
for the quarter ended June 30, 1999 (the "1999
Second Quarter 10-Q")).
4.1 Class B Common Stock Purchase Warrant of the
Company
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(3,000,000 shares), dated as of September 17, 1999
(incorporated by reference to Exhibit 4.2 from the
1999 Second Quarter 10-Q).
4.2 Class B Common Stock Purchase Warrant of the
Company (1,500,000 shares), dated as of September 17, 1999
(incorporated by reference to Exhibit 4.3 from the
1999 Second Quarter 10-Q).
10.1 Registration Rights Agreement between the Company
and Microsoft Corporation, dated as of September
17, 1999 (incorporated by reference to Exhibit
10.38 from the 1999 Second Quarter 10-Q).
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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.
Date: September 29, 1999 TICKETMASTER ONLINE-CITYSEARCH, INC.
By: /s/ Thomas McInerney
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Thomas McInerney
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
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2.1 Agreement and Plan of Merger by and among
Sidewalk.com, Inc., Microsoft Corporation,
Ticketmaster Online-CitySearch, Inc. and
Ticketmaster Acquisition, Inc., dated as of July
19, 1999 (incorporated by reference to Exhibit 2.7
from the 1999 Second Quarter 10-Q).
4.1 Class B Common Stock Purchase Warrant of the
Company (3,000,000 shares), dated as of September
17, 1999 (incorporated by reference to Exhibit 4.2
from the 1999 Second Quarter 10-Q).
4.2 Class B Common Stock Purchase Warrant of the
Company (1,500,000 shares), dated as of September 17, 1999
(incorporated by reference to Exhibit 4.3 from the
1999 Second Quarter 10-Q).
10.1 Registration Rights Agreement between the Company
and Microsoft Corporation, dated as of September
17, 1999 (incorporated by reference to Exhibit
10.38 from the 1999 Second Quarter 10-Q).
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