<PAGE> 1
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): May 31, 2000
------------------------------
THE VIALINK COMPANY
-------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
-------------------------------------------------------------------------------
(State of Other Jurisdiction of Incorporation)
000-21729 73-1247666
-------------------------------------------------------------------------------
(Commission File Number) (IRS Employer
Identification No.)
13800 Benson Road, Suite 100, Edmond, Oklahoma 73013
-------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(405) 936-2500
-------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
-------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On May 31, 2000, we entered into a Securities Purchase Agreement pursuant
to which RGC International Investors, LDC paid us an aggregate of $10.0 million
in consideration for (1) 960,315 shares of our common stock and (2) a warrant to
purchase 768,492 shares of our common stock at initial exercise price of $12.06
per share. The exercise price may be subject to certain adjustments beginning
one year from issuance, based on the market price of our common stock. The
warrants can be exercised at any time on or before March 24, 2003.
In connection with the Securities Purchase Agreement, we also granted RGC
certain automatic and piggyback registration rights pursuant to a Registration
Rights Agreement. Pursuant to the Registration Rights Agreement, we are required
to file a registration statement to register the shares of common stock
purchased by RGC and the shares issuable upon exercise of the warrants issued to
them within 30 days of the closing of the transaction.
Upon closing of the transaction with RGC, we issued to AGE Investments,
Inc., a warrant to purchase 45,608 shares of our common stock at an exercise
price of $13.15, as compensation for services rendered to us by A.G. Edwards &
Sons, Inc. as our financial advisor in connection with that transaction. In
addition, we amended our Registration Rights Agreement with AGE dated March 24,
2000 to provide certain piggyback registration rights with respect to the shares
of common stock issuable upon exercise of these warrants.
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the Securities Purchase Agreement, the Stock
Purchase Warrant issued to RGC, the Registration Rights Agreement with RGC, the
Common Stock Purchase Warrant issued to AGE and Amendment No. 1 to the
Registration Rights Agreement with AGE, copies of which are attached hereto as
Exhibits 4.1, 4.2, 4.3. 4.4, and 4.5, respectively, and are incorporated herein
by reference. The Registration Rights Agreement with AGE is incorporated herein
by reference to our Quarterly Report on Form 10-QSB for the fiscal quarter
ending March 31, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 Securities Purchase Agreement dated as of May 31, 2000, by
and between The viaLink Company and RGC International
Investors, LDC.
4.2 Stock Purchase Warrant dated May 31, 2000 by The viaLink
Company in favor of RGC International Investors, LDC.
4.3 Registration Rights Agreement dated as of May 31, 2000 by
and between The viaLink Company and RGC International
Investors, LDC.
4.4 Common Stock Purchase Warrant dated May 31, 2000 by The
viaLink Company in favor of Age Investments, Inc.
<PAGE> 3
4.5 Amendment No. 1 to Registration Rights Agreement dated as
of May 31, 2000 by and between The viaLink Company and AGE
Investments, Inc.
4.6(1) Registration Rights Agreement dated March 24, 2000 by and
between The viaLink Company and AGE Investments, Inc.
99.1 Press release announcing completion of private placement
with RGC International Investors, LDC.
---------------------
(1) Incorporated herein by reference to our Quarterly Report on Form 10-QSB
for the fiscal quarter ending March 31, 2000.
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: June 5, 2000 By: /s/ J. ANDREW KERNER
-------------------------------------
J. Andrew Kerner
Chief Financial Officer
2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
4.1 Securities Purchase Agreement dated as of May 31, 2000, by
and between The viaLink Company and RGC International
Investors, LDC.
4.2 Stock Purchase Warrant dated May 31, 2000 by The viaLink
Company in favor of RGC International Investors, LDC.
4.3 Registration Rights Agreement dated as of May 31, 2000 by
and between The viaLink Company and RGC International
Investors, LDC.
4.4 Common Stock Purchase Warrant dated May 31, 2000 by The
viaLink Company in favor of Age Investments, Inc.
4.5 Amendment No. 1 to Registration Rights Agreement dated as
of May 31, 2000 by and between The viaLink Company and AGE
Investments, Inc.
4.6(1) Registration Rights Agreement dated March 24, 2000 by and
between The viaLink Company and AGE Investments, Inc.
99.1 Press release announcing completion of private placement
with RGC International Investors, LDC.
</TABLE>
---------------------
(1) Incorporated herein by reference to our Quarterly Report on Form 10-QSB
for the fiscal quarter ending March 31, 2000.
