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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): March 24, 1999
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HomeCom Communications, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-29204 58-2153309
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(State or Other Jurisdiction of (Commission file Number) (I.R.S. Employer
Incorporation or Organization Identification No.)
3535 Piedmont Road, Atlanta, Georgia 30305
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code : (404) 237-4646
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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 November 6, 1998, HomeCom Communications, Inc., a Delaware
corporation (the "Company") signed a definitive agreement and plan of merger
(the "Merger Agreement") to acquire, among other things, all of the outstanding
shares of First Institutional Marketing, Inc. and certain of its affiliates
("FIMI") for 1,252,174 shares of common stock. In addition, the Company entered
into employment agreements for an initial term of 3 years with the three
principals of FIMI, calling for them to continue in their current roles for the
acquired companies. On March 24, 1999, the Company completed the closing of the
Merger.
The acquisition will be accounted for as a purchase. The purchase price
will be allocated to assets acquired and liabilities assumed based on their
estimated fair values. Results of operations for FIMI will be included with
those of the Company for periods subsequent to the date of acquisition. The
Company has filed a Registration Statement on Form S-3 with respect to the
resale of the shares of HomeCom Communications, Inc. Common Stock issued in the
Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Pursuant to the instructions to Item 7 of Form 8-K, the financial
information required by Item 7(a) will be filed by Amendment within 60
days of the date of this filing.
(b) Pro Forma Financial Information
Pursuant to the instructions to Item 7 of Form 8-K, the financial
information required by Item 7(b) will be filed by Amendment within 60
days of the date of this filing.
(c) Exhibits
10.48 Agreement and Plan of Merger by and among HomeCom
Communications, Inc, FIMI Securities Acquisition Corp., Inc.,
ATF Acquisition Corp., Inc. and Daniel A. Delity, James Wm.
Ellsworth, and David B. Frank dated as of November 6, 1998,
together with exhibits was previously filed on Form 8-K dated
November 18, 1998.
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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.
HOMECOM COMMUNICATIONS, INC.
(Registrant)
Date: April 13, 1999 By: /s/
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Harvey Sax, President and
Chief Executive Officer
(Principal Executive Officer)
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Exhibit Index
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Exhibit Description
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10.48 Agreement and Plan of Merger by and among HomeCom
Communications, Inc, FIMI Securities Acquisition
Corp., Inc., ATF Acquisition Corp., Inc. and Daniel
A. Delity, James Wm. Ellsworth, and David B. Frank
dated as of November 6, 1999, together with exhibits
was previously filed on Form 8-K dated
November 18, 1998.
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