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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) February 27, 1998
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USWEB CORPORATION
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(Exact Name of the Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-23151 87-0551650
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(Commission File Number) (I.R.S. Employer Identification No.)
2880 Lakeside Drive, Suite 300 Santa Clara, CA 95054
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(Address of Principal Executive Offices) (Zip Code)
(408) 987-3200
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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Not applicable
Item 9. SALE OF EQUITY SECURITIES PURSUANT TO REGULATIONS S.
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On December 16, 1997, the Board of Directors of USWeb Corporation (the
"Company") approved the acquisition (the "Acquisition") of InnoMate Online
Marketing GmbH, a limited liability company organized under the laws of Germany
(located in Duesseldorf, Germany and hence referred to as "InnoMate
Duesseldorf") and InnoMate Online Marketing Sachsen GmbH Chemnitz, a limited
liability company organized under the laws of Germany (located in Chemnitz,
Germany and hence referred to as "InnoMate Chemnitz"), through the acquisition
of all of the outstanding share capital of InnoMate Duesseldorf and InnoMate
Chemnitz. The Acquisition was completed February 27, 1998 pursuant to a Stock
Purchase Agreement dated as of February 27, 1998 (the "Purchase Agreement")
among the Company and the Shareholders of each of InnoMate Duesseldorf and
InnoMate Chemnitz. The Acquisition did not involve a significant amount of
assets (as contemplated by Item 2 of Form 8-K and Instruction 4 thereto). In
connection with the Acquisition, through a wholly owned subsidiary of the
Company, Ophelia 97 Vermoegensverwaltungs (subsequently renamed "USWeb GmbH"), a
German limited liability company, the Company issued an aggregate of 75,655
Shares of its Common Stock ("USWeb Shares") to the former Shareholders of
InnoMate Duesseldorf and InnoMate Chemnitz (the "InnoMate Shareholders") in
exchange for all of the outstanding share capital of InnoMate Duesseldorf and
InnoMate Chemnitz. The Company issued an additional 75,655 USWeb Shares to be
held in escrow. InnoMate Duesseldorf and InnoMate Chemnitz will be valued again
on March 31, 1998 and September 30, 1998, and additional USWeb Shares will be
issued to the InnoMate Shareholders or escrowed shares will be returned to the
Company depending on whether the valuation has increased or decreased. After
all such purchase price adjustments have been made, all shares remaining in
escrow will be issued to the InnoMate Shareholders. In addition, the Company
granted non-qualified stock options to purchase, subject to vesting, an
aggregate of 151,310 Shares of the Company's Common Stock to the InnoMate
Shareholders and certain employees of InnoMate Duesseldorf and InnoMate Chemnitz
as compensation for services. (Such options and USWeb Shares are collectively
referred to as "USWeb Securities")
The USWeb Securities issued in connection with the Acquisition were
sold in reliance on the exemption(s) from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), set forth in
Regulation S promulgated thereunder. The USWeb Securities are subject to
restrictions on transfer under the applicable provisions of the Securities Act
and carry a legend reflecting such restrictions. The Company has advised the
former shareholders of InnoMate Duesseldorf and InnoMate Chemnitz that the USWeb
Securities will be subject to restrictions on transfer for a minimum of one year
from the date of acquisition and, absent registration, may be sold or
transferred only in reliance on (i) Rule 144 under the Securities Act, (ii) an
opinion of counsel in form and substance reasonably satisfactory to the Company
that an exemption from the registration requirements of the Securities Act is
otherwise available in connection with such sale or transfer, or (iii) a "No
Action" letter from the Securities and Exchange Commission to the effect that
the transfer of such securities without registration will not result in a
recommendation by the Securities and Exchange Commission that action be taken
with respect to the transfer.
In connection with the Acquisition, the Company obtained representations
from the shareholders of InnoMate Duesseldorf and InnoMate Chemnitz to the
effect that each such holder was
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not a "U.S. Person" within the meaning of Regulation S and was not acquiring the
USWeb Shares for the account or benefit of any U.S. Person. The offer of the
USWeb Shares was made in an offshore transaction, and neither the Company, any
distributor, any of their respective affiliates, or any person acting on behalf
of any of the foregoing made any directed selling efforts with respect to the
USWeb Shares in the United States.
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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.
Dated: March 13, 1998
USWEB CORPORATION
By: /s/ James Heffernan
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James Heffernan
Executive Vice President, Chief Financial
Officer, Secretary, and Director
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