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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 14, 1999
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autobytel.com inc.
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(Exact name of registrant as specified in its charter)
0-22239
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(Commission File Number)
Delaware 33-0711569
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18872 MacArthur Boulevard
Irvine, California 92612
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(Address of principal executive offices, with zip code)
(949) 225-4500
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(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS
On October 15, 1999, autobytel.com inc., a Delaware corporation
("autobytel.com"), announced it entered into a definitive agreement to acquire
A.I.N. Corporation, the owner of the CarSmart.com web site. The closing of the
acquisition is subject to a number of conditions, including satisfactory audited
financial statements of A.I.N. Corporation. A copy of autobytel.com's press
release announcing the definitive agreement regarding the acquisition is
attached as Exhibit 99.1 and is incorporated by reference herein.
The press release filed as exhibit to this report includes "safe
harbor" language, pursuant to the Private Securities Litigation Reform Act of
1995, indicating that certain statements about autobytel.com's business and the
pending acquisition contained in the press release are "forward-looking" rather
than "historic."
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
99.1 Press Release dated October 15, 1999 regarding the
definitive agreement to acquire A.I.N. Corporation.
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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 thereunto duly authorized.
autobytel.com inc.
Date: October 15, 1999 By: /s/ ARIEL AMIR
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Ariel Amir
Vice President and General Counsel
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INDEX TO EXHIBITS
Exhibit Number Description
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99.1 Press Release dated October 15, 1999 regarding the
definitive agreement to acquire A.I.N. Corporation
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EXHIBIT 99.1
AUTOBYTEL.COM TO EXTEND ONLINE AUTO MARKET LEAD
WITH AGREEMENT TO ACQUIRE CARSMART.COM
IRVINE, CA; OCTOBER 15, 1999 -- Autobytel.com (Nasdaq: ABTL), the leading
international automotive e-commerce provider, today announced it has executed a
definitive agreement to acquire A.I.N. Corporation, the owner of CarSmart.com,
the third most visited online buying site for new vehicles.
Launched in 1995, CarSmart.com is second only to Autobytel.com in terms of brand
awareness(1) among online car buying services and has strategic marketing
agreements with seven of the top twenty portals, including AOL, GO Network,
AltaVista, LookSmart and Snap.com. In addition, CarSmart.com is the car buying
service and software provider for over 240 credit unions with over 10 million
members. CarSmart.com currently generates approximately 43,000 purchase requests
per month for its network of over 1,000 subscribing dealers.
"The combined strength of the Autobytel.com and CarSmart.com brands creates an
industry powerhouse in terms of market penetration, web reach, and automotive
services. Our sites will be the platforms for driving innovation in this
industry, and creating business models to serve various segments of the market,"
said Mark Lorimer, President and CEO of Autobytel.com.
"The online car buying and service market is growing so rapidly that we are
taking advantage of every opportunity to consolidate the marketplace and quickly
expand our consumer and dealer reach, further separating Autobytel.com from the
pack."
In addition to subscription fees from its network of dealers, CarSmart receives
revenues from its proprietary automotive content, its credit union program, and
from ancillary services such as finance and insurance.
CarSmart.com's content initiatives include designing and marketing automotive
databases and providing information to aid consumers through every aspect of the
automotive purchasing and ownership lifecycle, including Auto Test Drive
Reviews, Auto Advisor, Vehicle Configurator and Consumer Buyer's Guide. Among
CarSmart.com's Internet technology innovations are software created to
facilitate vehicle pricing and configuration and a scalable e-commerce
infrastructure.
According to Lorimer, the Autobytel.com and CarSmart.com web sites will continue
to operate independently, although there will be considerable opportunities for
sharing of content, technology infrastructure, marketing programs and dealer
support services. In addition, savings may be realized from the consolidation of
some administrative functions and expenses.
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(1) According to a study by Opinion Research Corporation. The telephone study of
a nationally projectable sample of 1010 adults, 18 and over, was conducted
by Opinion Research Corporation International, Princeton, N.J. and sponsored
by Autobytel.com.
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"We are very excited to be teaming up with the company that has set the pace in
the online auto industry," said Michael Gorun, President and CEO of
CarSmart.com. "The operating models and strategies of Autobytel.com and
CarSmart.com are similar in many respects, which make us ideal candidates for
integration."
Under terms of the agreement, Autobytel.com will acquire the outstanding stock
of privately-held A.I.N Corporation for 1.8 million shares of common stock and
$3 million in cash. The closing of the acquisition is subject to certain
conditions, including satisfactory audited financial statements, and is expected
to be completed in the fourth quarter of 1999. Mr.Gorun will continue as
president of the wholly owned subsidiary.
ABOUT AUTOBYTEL.COM
Internationally-branded Autobytel.com (www.autobytel.com) is the acknowledged
leader in online automotive commerce(2). The most comprehensive automotive
Internet site, Autobytel.com offers consumers a positive purchasing and
ownership experience, while providing its Accredited Dealer Network with the
most efficient way to reach online car buyers. As it assists consumers through
every aspect of the automotive life cycle, Autobytel.com provides continuity
into the next vehicle purchase. Launched in March 1995, Autobytel.com's
low-cost, no-haggle car-buying program is available in the U.S., Canada
(www.autobytel.ca), the United Kingdom (www.autobytel.co.uk) and Sweden
(www.autobytel.se). In 1999, Autobytel.com was ranked #1 in Dealer Satisfaction
with Online Buying Services for the second year in a row(3).
ABOUT CARSMART
CarSmart.com (http://www.carsmart.com) is an established, top-rated facilitator
of automotive sales through the Internet. CarSmart.com aggregates an extensive
collection of rich automotive content to assist consumers in researching,
buying, selling, leasing, financing and insuring new and pre- owned vehicles.
CarSmart.com offers the consumer an Accredited Dealer Network of over 1,000
nationwide. CarSmart.com can be accessed at ( http://www.carsmart.com).
CarSmart.com is headquartered in San Ramon, California.
The statements contained in this press release that are not historical facts are
forward-looking statements under the federal securities laws. These
forward-looking statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions that are difficult to predict.
Actual outcomes and results may differ materially from what is expressed in, or
implied by, such forward-looking statements. Autobytel.com undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise. Among the important
factors that could cause Autobytel.com's actual results to differ materially
from those expressed in, or implied by, the forward-looking statements are
changes in general economic conditions, increased or unexpected competition, the
failure to close the acquisition of A.I.N. Corporation, changes in A.I.N.
Corporation's financial performance, and other matters disclosed in
Autobytel.com's filings with the Securities and Exchange Commission.
CONTACTS: AUTOBYTEL.COM/MEDIA RELATIONS
RBI Communications
323.960.1360
Cassandra Cavanah, ext. 30 ([email protected])
Betsy Smith Isroelit, ext. 17 ([email protected])
AUTOBYTEL.COM/INVESTOR RELATIONS
Financial Relations Board
Don Markley (general)
Kate Rajeck (analyst)
415.986.1591
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(2) As reported by J.D. Power and Associates, Autobytel.com generates nearly as
many new-vehicle sales as its two closest competitors combined.
(3) J.D. Power and Associates 1998-1999 Dealer Satisfaction With Online Buying
Services Studies(SM). 1999 study conducted among dealership Internet
specialists who completed 1,024 individual evaluations.
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