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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): MAY 28, 1999
AT HOME CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
000-22697 77-0408542
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(Commission (IRS Employer
File Number) Identification No.)
425 BROADWAY STREET, REDWOOD CITY, CA 94063
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(Address of principal executive offices) (Zip Code)
(650) 569-5000
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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 2: ACQUISITION OR DISPOSITION OF ASSETS.
On May 28, 1998, At Home Corporation, a Delaware corporation (the
"COMPANY"), completed its acquisition of Excite, Inc., a Delaware corporation
("EXCITE"). Excite is a global Internet media company that operates two Internet
portal web sites, excite.com and webcrawler.com, and specializes in the delivery
of highly targeted marketing solutions through its subsidiary MatchLogic, Inc.
The Company plans to offer the content available on these two web sites to its
broadband subscribers, and to combine MatchLogic's marketing skills with the
rich media technologies of the Company's Enliven business unit to offer
advertisers a unified way to target, measure and report advertising on all
devices on which the Company's services are offered.
The acquisition was accomplished by merging a wholly owned subsidiary of
the Company with and into Excite (the "MERGER"), with Excite surviving the
Merger and becoming a wholly owned subsidiary of the Company. The acquisition
was accounted for as a purchase, and the Merger is intended to qualify as a tax
free reorganization.
George Bell, the Chief Executive Officer and Chairman of Excite, became
President and a director of the combined company as a result of the Merger.
Certain other executives of Excite also became executives of the combined
company. L. John Doerr and William R. Hearst III are members of the Company's
board of directors and Vinod Khosla was a member of the Excite board of
directors. Each of these individuals is a general partner of the general partner
of Kleiner Perkins Caufield & Byers VII ("KPCB VII"). KPCB VII beneficially owns
1,609,707 shares of the Company's Series K common stock and beneficially owned
1,395,548 shares of Excite common stock. Mr. Khosla beneficially owned an
additional 897,247 shares of Excite common stock.
In the Merger, the Company issued approximately 58 million shares of its
Series A common stock, according to an exchange ratio of 1.041902 shares for
each outstanding share of Excite common stock (prior to a two-for-one split of
the Company's common stock scheduled to be effective June 16, 1999). The Company
assumed outstanding options to purchase Excite common stock and converted these
into options to acquire approximately 23 million shares of the Company's Series
A common stock according to the same exchange ratio, subject to the terms and
conditions, including exercisability and vesting schedules, of the original
options. The Company filed a registration statement on Form S-8 with the
Securities and Exchange Commission on June 3, 1999 to register these assumed
options and the shares of the Company's Series A common stock to be issued
pursuant to the exercise of these options. The Company also assumed outstanding
warrants to purchase Excite common stock and outstanding debt instruments
convertible into Excite common stock and converted these into warrants and debt
instruments convertible into the Company's Series A common stock according to
the same exchange ratio.
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ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
Financial statements required by this item will be filed by an
amendment to this current report on Form 8-K on or prior to
August 13, 1999.
(b) Pro Forma Financial Information.
Pro forma financial information required by this item will be
filed by an amendment to this current report on Form 8-K on or
prior to August 13, 1999.
(c) Exhibits.
2.01 Agreement and Plan of Reorganization, dated January 19,
1999, among the Company, Countdown Acquisition Corp. and
Excite. (incorporated by reference to Exhibit 2.01 to
the Company's current report on Form 8-K filed with the
Securities and Exchange Commission on February 19,
1999).
2.02 Certificate of Merger, as filed with the Delaware
Secretary of State on May 28, 1999.
4.01 At Home Corporation Fifth Amended and Restated
Certificate of Incorporation, as filed with the Delaware
Secretary of State on May 28, 1999 (incorporated by
reference to Exhibit 4.01 to the Company's registration
statement on Form S-8 filed with the Securities and
Exchange Commission on June 3, 1999).
99.01 Press Release issued by the Company on May 28, 1999,
announcing the completion of the Company's acquisition
of Excite.
99.02 Press Release issued by the Company on April 28, 1999,
announcing that the Company and Excite had received
antitrust clearance for the Merger from the Department
of Justice and the Federal Trade Commission.
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SIGNATURE
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 thereunto duly authorized.
Date: June 14, 1999 AT HOME CORPORATION
By: /s/ KENNETH A. GOLDMAN
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Kenneth A. Goldman,
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
2.02 Certificate of Merger, as filed with the Delaware Secretary of State on
May 28, 1999.
99.01 Press Release issued by the Company on May 28, 1999, announcing the
completion of the Company's acquisition of Excite.
99.02 Press Release issued by the Company on April 28, 1999, announcing that
the Company and Excite had received antitrust clearance for the Merger
from the Department of Justice and the Federal Trade Commission.
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EXHIBIT 2.02
CERTIFICATE OF MERGER
MERGING
COUNTDOWN ACQUISITION CORP.
A DELAWARE CORPORATION
WITH AND INTO
EXCITE, INC.
A DELAWARE CORPORATION
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Pursuant to Section 251 of the General Corporation Law of the State of Delaware
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Excite, Inc., a Delaware corporation ("EXCITE") and Countdown
Acquisition Corp., a Delaware corporation ("MERGER SUB"), do each hereby certify
as follows:
FIRST: Each of the constituent corporations, Excite and Merger Sub, is a
corporation duly organized and existing under the laws of the State of Delaware.
SECOND: An Agreement and Plan of Reorganization dated January 19, 1999
(the "REORGANIZATION AGREEMENT"), among At Home Corporation, a Delaware
corporation, Merger Sub and Excite, setting forth the terms and conditions of
the merger of Merger Sub with and into Excite (the "MERGER"), has been approved,
adopted, certified, executed and acknowledged by each of the constituent
corporations in accordance with Section 251 of the Delaware General Corporation
Law.
THIRD: The name of the surviving corporation in the Merger (the
"SURVIVING CORPORATION") shall be Excite, Inc.
FOURTH: The Certificate of Incorporation of the Surviving Corporation is
amended to read in its entirety as set forth in Exhibit A hereto.
FIFTH: An executed copy of the Reorganization Agreement is on file at
the principal place of business of the Surviving Corporation at the following
address:
Excite, Inc.
555 Broadway
Redwood City, California 94063
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SIXTH: A copy of the Reorganization Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
constituent corporation.
SEVENTH: The Merger shall become effective at 4:30 p.m. E.S.T., on the
date of the filing of this Certificate of Merger with the Secretary of State of
the State of Delaware.
IN WITNESS WHEREOF, Excite, Inc. and Countdown Acquisition Corp. each
have caused this Certificate of Merger to be executed in its corporate name as
of the 28th day of May, 1999.
EXCITE, INC.
By: /s/ CHRIS VAIL
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Chris Vail
Vice President, General Counsel and
Corporate Secretary
COUNTDOWN ACQUISITION CORP.
By: /s/ DAVID PINE
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David Pine
President
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EXHIBIT 99.01
FOR IMMEDIATE RELEASE
<TABLE>
<CAPTION>
Contact For Investors For Media:
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<S> <C> <C>
Caroline Hughes Matt Wolfrom/Melissa Walia
Excite@Home Excite@Home
650/298-4445 650/569-5195/2213
</TABLE>
@HOME NETWORK AND EXCITE COMPLETE MERGER
Creation of Media Network of the Next Century - Excite@Home
Focus on Driving the Adoption of Broadband Services
REDWOOD CITY, Calif., May 28, 1999 -- @Home Network (Nasdaq:ATHM) and Excite,
Inc. today announced the companies have completed their merger, announced in
January. The newly merged company, Excite@Home, will trade on the Nasdaq
National Market under the symbol "ATHM."
Tom Jermoluk is CEO and remains chairman of the board of directors. George Bell,
former CEO of Excite, has been named President of the new company and becomes a
member of the board of directors.
A Global Media Network - "All Band, All Device, All the Time" Excite@Home will
redefine the Internet as a medium by combining compelling Internet content with
the powerful distribution platform of broadband. The new company will give
consumers choice in how they access information over various communications
devices such as a pager, PC, or TV, and how they organize and personalize
content. The company will extend many of these services to the work environment,
where the percentage of high-speed Internet connectivity is highest. These
services will accelerate and lower the cost of broadband adoption by exposing
the millions of Excite narrowband users to the benefits of a media experience on
a broadband platform. The new company remains committed to an open access
environment to allow consumers to find any Web content they want with a single
click.
"The closing of this merger represents the dawn of a new Internet era that will
revolutionize the way consumers view and interact with communication,
information, and entertainment services," said Tom Jermoluk, chairman and CEO of
Excite@Home. "By offering the best content and navigational services coupled
with a robust platform and broad distribution reach, Excite@Home will provide
consumers with a new suite of advanced interactive services full of choices and
opportunities."
"Media and distribution have historically proven to be a winning model since the
earliest days of television," said George Bell, president of Excite@Home. "At
this point in the evolution of the Internet, with dial-up access within the
reach of most US consumers, the emphasis of growth will
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shift to the fast-expanding footprint of broadband. We will give consumers the
flexibility to move between services at different speeds and devices with a
consistent Excite interface. Excite@Home will give consumers access to the
information they want, when they want it, whether they are using a PC, TV, or
any other communications device and provide it across all bands, all devices,
all the time."
COMPREHENSIVE ADVERTISING SOLUTIONS
Excite@Home will offer advertisers a unified way to target, measure, and report
advertising on Excite narrowband and broadband content accessed through the
@Home service. The company is building one of the largest predictive consumer
databases, combining Excite's 28 million registered users with @Home's service
footprint of more than 65 million homes worldwide. The one-to-one marketing
services will be available to advertisers on narrowband, broadband, and multiple
devices.
Excite@Home has integrated virtually all business units. With almost no
duplication of function, the company is adding significantly to its employee
base to exploit new opportunities.
The merger agreement provides that Excite@Home will issue approximately 58
million shares of At Home Corporation Series A Common Stock in exchange for all
outstanding Excite shares. In addition, Excite@Home will assume all outstanding
Excite warrants and options. Each share of Excite Common Stock will be exchanged
for 1.041902 shares of Excite@Home Common Stock, prior to adjustment for a
2-for-1 stock split of Excite@Home capital stock approved by its stockholders on
May 28, 1999. The effective date of the stock split will be June 16, 1999. The
total value of the deal (based on outstanding stock) is approximately $7.2
billion.
EXCITE@HOME
Excite@Home (Nasdaq: ATHM) is a global media company based in Redwood City,
Calif. Through the company's narrowband portal, Excite, and broadband services,
@Home and @Work, the company uniquely offers consumers content and interactive
services across both narrowband and broadband, and advertisers highly targeted
marketing solutions across all platforms of delivery. Leveraging the high-speed,
always-on attributes of cable, Excite@Home empowers unique multimedia
applications that go beyond current Web experiences. The company will combine
the Excite brand - one of the best known names on the Internet with 70 percent
recognition among Web users - with @Home's broad distribution - a worldwide
footprint resulting from its agreements with 21 cable companies, to deliver on
its vision of "All Band, All Device, All the Time."
For more investor information about Excite@Home, please call our stockholder
services hotline at 1-888-924-9248.
Brand recognition statistics quoted are from Frank N. Magid and Associates, Inc.
(1/99).
###
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Excite@Home, Excite, the logo, @Work, and @Home are trademarks of At Home
Corporation and may be registered in certain jurisdictions. All other brand and
product names are trademarks of their respective owners.
This press release contains forward-looking information within the meaning of
Section 27A of the Securities Exchange Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and is subject to the safe harbors created by
those sections. These forward-looking statements include statements related to:
Excite@Home's ability to redefine the Internet as a medium; Excite@Home's
ability to develop and deploy a media network for the next century that provides
consumers choice over how they access information over various communications
devices such as a pager, personal computer, or television, and how they organize
and personalize content; Excite@Home's ability to extend many of these services
to the work environment; the affect that the services will have on lowering the
cost of broadband adoption by exposing users to the broadband platform;
Excite@Home's ability to give consumers access to the information they want,
when they want it, whether they are using a personal computer, television, or
other communications device; and Excite@Home's ability to offer advertisers a
unified way to target, measure, and report advertising, and to build one of the
largest predictive consumer databases; and Excite@Home's ability to provide
one-to-one marketing services to advertisers on narrowband, broadband, and
multiple devices. Actual results may differ materially due to a number of risks,
including: the risks associated with integrating Excite and @Home; numerous
technological, operational and financial challenges associated with developing
and deploying the new multiple-device services, and with developing the consumer
database, and with developing and offering the Excite@Home services for new U.S.
and foreign markets; the degree to which device manufacturers are willing to
work with Excite@Home for the deployment of multiple-device services; the degree
that the Excite@Home services are accepted by consumers, advertisers, and
industry and technology partners; potential competition from other broadband
providers; and Excite@Home's cable partners' willingness to continue to make the
investments required to upgrade the cable plant and actively market the
Excite@Home services to their customers. The matters discussed in this press
release also involve risks and uncertainties described from time to time in
Excite@Home's filings with the Securities and Exchange Commission. In
particular, see the risk factors described in @Home Network's Form S-3 filed on
April 9, 1999 and in its Form 10-Q for the quarter ended March 31, 1999 filed on
May 17, 1999. Excite@Home assumes no obligation to update the forward-looking
information contained in this press release.
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EXHIBIT 99.02
FOR IMMEDIATE RELEASE
<TABLE>
<CAPTION>
Contact For Investors For Media
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<S> <C> <C>
Ken Goldman Matt Wolfrom
Senior Vice President @Home Network
and Chief Financial Officer 650/569-5195
</TABLE>
650/569-6060
AT HOME CORPORATION AND EXCITE, INC. RECEIVE GOVERNMENT CLEARANCES FOR MERGER
Subscriber Base Grows to More Than 460,000
@Home Revenue Increased 30% Over Prior Quarter
REDWOOD CITY, Calif., April 28, 1999 -- @Home Network (Nasdaq:ATHM) and Excite,
Inc. (Nasdaq:XCIT) today announced that the two companies have received
antitrust clearance for their proposed merger from the Department of Justice and
the Federal Trade Commission. In addition, the registration statement for the
merger has been declared effective by the Securities and Exchange Commission.
The merger, which was announced on January 19, 1999, is expected to be completed
immediately following approval of both Excite's and @Home Network's
stockholders. The meetings of the stockholders of @Home Network and Excite will
both take place on May 28, 1999.
The @Home Network stockholders also will be asked to approve a two-for-one split
of the Company's common stock for which the record date is June 2, 1999.
@HOME NETWORK
Based in Redwood City, California, @Home Network (Nasdaq: ATHM) distributes
high-speed Internet and Web services to residences and businesses using its own
network architecture and a variety of transport options including the cable
industry's hybrid-fiber coaxial infrastructure. The cable connection provides
users significant increases in speed over conventional Internet services and
open access to the Internet. Leveraging the "always on" attributes of cable,
@Home allows for unique multimedia applications that go beyond current Web
experiences. Individuals seeking additional information about availability and
subscription can refer to the @Home Network Web site. Since its founding in
1995, @Home Network has reached affiliate agreements with 21 leading cable
companies worldwide, including AT&T Broadband and Internet Services, Bresnan
Communications Company, Cablevision Systems Corp., CasTel N.V., Century
Communications, Charter Communications, Cogeco Cable Inc., Comcast Corporation,
Cox Communications, Garden State Cable, Insight Communications, InterMedia
Partners, Jones Intercable, Jupiter Telecommunications, Lenfest Communications,
Midcontinent Cable Co., Palet Kabelcom, Prime Cable, Rogers Cablesystems
Limited, Shaw Communications, and Videon CableSystems, Inc.
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EXCITE, INC.
Excite, Inc. is a global Internet media company that attracts over 15 million
unique consumers monthly to its flagship portal services, excite.com and
webcrawler.com, and specializes in the delivery of highly targeted marketing
solutions through its subsidiary MatchLogic, Inc. One of the best known brands
on the Internet, the Excite brand is now recognized by more than 50 million
Americans. Excite offers localized services in ten countries and personalization
in four; the company has joint ventures with Itochu for Excite Japan, Liberty
One for Excite Australia, Telecom Italia for Excite Italy, Retevision for
ExciteRetevision Espana and British Telecom for Excite UK. Excite, Inc., founded
in 1994, is based in Redwood City, Calif.
###
The logo, @Home and @Home Network are trademarks of At Home Corporation and may
be registered in certain jurisdictions. All other brands and product names are
trademarks of their respective owners.
This press release contains forward-looking information within the meaning of
Section 27A of the securities Exchange Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and is subject to the safe harbors created by
those sections. These forward-looking statements include statements related to
the completion of the merger of @Home Network and Excite, Inc. and stockholder
approval of @Home Network's two-for-one stock split. The matters discussed in
this press release also involve risks and uncertainties described from time to
time in @Home Network's and Excite's filings with the Securities and Exchange
Commission. In particular, see the risk factors described in the @Home Network's
Form S-4 filed on April 28, 1999. Neither Excite nor @Home Network assume any
obligation to update the forward-looking information contained in this press
release.
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