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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 16, 1999
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THE VIALINK COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State of Other Jurisdiction of Incorporation)
333-69319 73-1247666
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(Commission File Number) (IRS Employer
Identification No.)
13800 Benson Road, Suite 100, Edmond, Oklahoma 73013
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(Address of Principal Executive Offices) (Zip Code)
(405) 936-2500
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Delaware Reincorporation
On November 16, 1999, we completed our reincorporation in
Delaware which was originally approved by our shareholders at our annual
meeting in May 1999. We had been incorporated in Oklahoma since our inception
in 1985. As of the date of the reincorporation, shares of viaLink Oklahoma
automatically converted into shares of viaLink Delaware on a one-for-one
basis, with each share of viaLink Oklahoma common stock outstanding becoming
one share of viaLink Delaware common stock. Each viaLink Oklahoma stock
certificate outstanding before the reincorporation automatically represents
the same number of viaLink Delaware shares.
As a result of the reincorporation, viaLink Delaware became
the successor corporation to viaLink Oklahoma under the Securities Exchange
Act of 1934, as amended, with respect to its common stock and will succeed to
viaLink Oklahoma's reporting obligations thereunder.
For a description of our capital stock, please see our
Registration Statement on Form 8-A, as amended, as filed with the Securities
and Exchange Commission on November 17, 1999. Copies of our certificate of
incorporation, bylaws and specimen common stock certificate are incorporated
herein by reference.
Expiration of Promotional Shares Escrow Agreement
On November 20, 1999, 1.5 million shares of our common stock
and options to purchase 360,000 shares of our common stock which had been held
pursuant to a promotional shares escrow agreement were released from the escrow
agreement. The Oklahoma Department of Securities required that the escrow
agreement be entered into in connection with our initial public offering in
1996. As of the expiration date of the escrow agreement, these shares became
freely tradeable as follows:
o 390,942 shares are freely tradeable without restriction
or further registration under the Securities Act unless
purchased by our "affiliates";
o 1,109,058 shares held by affiliates are tradeable
subject to the volume and manner of sale provisions of
Rule 144 under the Securities Act; and
o 360,000 shares issuable upon exercise of options to
purchase common stock will be freely tradeable without
restriction or further registration under the
Securities Act unless purchased by our "affiliates."
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Two-for-One Stock Split
On November 29, 1999, we declared a two-for-one split of
shares of our common stock to be effected in the form of a stock dividend of one
share for each share of common stock outstanding. Stockholders of record on
December 15, 1999 will receive one additional share of common stock for each
share of common stock held on that date. Our common stock will begin trading on
a split-adjusted basis on the Nasdaq SmallCap Market on December 22, 1999.
Resignation of Robert L. Barcum as a Director and Election of Warren
D. Jones
On November 29, 1999, Robert L. Barcum resigned as a director
of vialink. Mr. Barcum, one of our founders, had served as a director and as the
chairman of the board since 1985 and was a member of the audit committee. Mr.
Barcum left the board of directors for personal reasons and to pursue other
interests, not due to any disagreement with viaLink. Our chief executive
officer, Lewis B. Kilbourne, was named as Mr. Barcum's replacement as chairman
of the board.
On December 7, 1999, the board of directors elected Warren D.
Jones as a director of viaLink to replace Robert L. Barcum as a class II
director. Mr. Jones also was named chairman of the audit committee of the board.
Mr. Jones' term as a class II director will continue until our annual meeting of
stockholders in 2001.
Mr. Jones, 57, recently retired from his position as a partner
at PricewaterhouseCoopers LLP. During his 31-year tenure at
PricewaterhouseCoopers and at its predecessor firms, Mr. Jones worked
extensively on a broad array of industries including technology,
telecommunications and manufacturing. Mr. Jones was most recently based in
PricewaterhouseCoopers' Dallas office, where he was responsible for risk
management and compliance for the firm's Southwest region technology,
telecommunications and entertainment clients.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
3.1 Certificate of Incorporation of The viaLink
Company (filed as Appendix E to Registrant's
Definitive 14-A Proxy Statement dated April
19, 1999 (the "1999 Proxy Statement") and
incorporated herein by reference)
3.2 Bylaws of The viaLink Company (filed as
Appendix F to the 1999 Proxy Statement and
incorporated herein by reference)
4.1 Specimen certificate for shares of Common
Stock (filed as Exhibit 3 to Registrant's
Registration Statement on Form 8-A/A dated
November 17, 1999 and incorporated herein by
reference)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE VIALINK COMPANY
Dated: December 14, 1999 By: /s/ Lewis B. Kilbourne
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Lewis B. Kilbourne
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
3.1 Certificate of Incorporation of The viaLink Company
(filed as Appendix E to Registrant's Definitive 14-A
Proxy Statement dated April 19, 1999 (the "1999 Proxy
Statement") and incorporated herein by reference)
3.2 Bylaws of The viaLink Company (filed as Appendix F to
the 1999 Proxy Statement and incorporated herein by
reference)
4.1 Specimen certificate for shares of Common Stock
(filed as Exhibit 3 to Registrant's Registration
Statement on Form 8-A/A dated November 17, 1999 and
incorporated herein by reference)
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