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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): September 30, 1999
NAVIDEC, INC.
(Exact Name of Registrant as Specified in Charter)
Colorado 0-29098 33-0502730
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
14 Inverness Drive, Suite F-116, Englewood, CO 80112
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 790-7565.
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ITEM 5. OTHER EVENTS.
Wells Fargo Transactions
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On September 30, 1999, Navidec, Inc. and its wholly-subsidiary,
DriveOff.com, Inc., entered into several agreements with Wells Fargo Leasing
Company, an affiliate of Wells Fargo & Company, in connection with Wells
Fargo's strategic investment in Navidec and DriveOff.com. As a result of the
completion of these agreements, WFC Holdings Corporation, a subsidiary of
Wells Fargo & Company, has funded its $10 million investment in Navidec and its
$15 million investment in DriveOff.com, as contemplated by the Stock and Note
Purchase Agreement between Navidec and WFC Holdings dated July 23, 1999 and
the Credit Agreement between DriveOff.com, Navidec and WFC Holdings dated July
23, 1999, respectively. The agreements executed on September 30, 1999 include a
Co-Branding Agreement, a Master Consulting Agreement, a License Agreement and a
Reciprocal Confidentiality Agreement.
Pursuant to the terms of the Co-Branding Agreement among DriveOff.com,
Navidec and Wells Fargo Leasing, DriveOff.com and Navidec have agreed to
develop and maintain a "co-branded" affinity website for Wells Fargo Leasing
that will utilize the DriveOff.com purchasing solution and provide Wells Fargo
with the exclusive right to underwrite all related financing. The co-branded
website will have a Wells Fargo domain name, but will include the Drive Off.com
name and logo on each page. The co-branded website will function and contain
vehicle content virtually identical to the DriveOff.com website. DriveOff.com
is entitled to collect 25% of all revenues derived from advertising and
promotional hyperlinks on the co-branded website. The term of the Co-Branding
Agreement is two years, however, Wells Fargo Leasing may terminate the
agreement upon sixty days notice if it elects to develop a stand-alone
automotive website under the License Agreement.
Under the terms of the Master Consulting Agreement between Wells Fargo
Leasing and Navidec, Wells Fargo Leasing has engaged Navidec to perform a
minimum of $2 million of systems development for auto, student lending and
other businesses over a 24 month period. Pursuant to the agreement, Wells Fargo
Leasing is entitled to a pricing discount for all services performed by
Navidec. The amount of the discount will increase as the amount of services
performed by Navidec increases. The Master Consulting Agreement also provides
for Navidec to provide the first 2,000 hours of e-business consulting services
to Wells Fargo Leasing without charge, to assist with the implementation of and
modifications to the co-branded site to be developed under the Co-Branding
Agreement.
Pursuant to the terms of the License Agreement among DriveOff.com,
Navidec and Wells Fargo Leasing, DriveOff.com and Navidec have agreed to license
certain technology to Wells Fargo Leasing for use in the possible development of
a stand-alone Wells Fargo automobile purchasing website. The license provides
Wells Fargo Leasing with a world-wide, non-exclusive right to use the licensed
technology. Under the terms of the License Agreement, Wells Fargo Leasing may
use the licensed technology for, among other things, the development of affinity
websites with its customers as well as for the development of a stand-alone
Wells Fargo website. In consideration for the license, Wells Fargo Leasing will
pay DriveOff.com a license fee for each vehicle purchase or lease transaction
which originates from Wells Fargo's stand-alone site or from any affinity site.
Wells Fargo Leasing will pay an additional license fee to DriveOff.com for each
vehicle transaction for which Wells Fargo or any of its affiliates provide the
financing.
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Under the terms of the License Agreement, DriveOff.com and Navidec are
obligated to provide updates, upgrades and new releases of the licensed
technology to Wells Fargo Leasing, however, to the extent any such update,
upgrade or new release adds new revenue generating functionality to the
website, the parties have agreed to negotiate a reasonable royalty that Wells
Fargo Leasing will pay if such functionality is used in any affiliated auto
site developed by Wells Fargo Leasing.
Navidec, DriveOff.com and Wells Fargo Leasing also entered into a
Reciprocal Confidentiality Agreement pursuant to which the parties agree not to
disclose any other parties' confidential information without such other parties
prior written consent. The Reciprocal Confidentiality Agreement is binding upon
each of the parties as well as their employees and agents.
Sun Microsystems Transaction
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On October 14, 1999, Sun Microsystems, Inc. indicated its intention to
purchase up to an aggregate of $3.0 million of common stock in Navidec's
public offering. Sun Microsystems would purchase these shares at the public
offering price, which will be mutually agreed upon before the closing of the
public offering by Navidec and First Security Van Kasper and Advest, Inc.,
as representatives for the underwriters. Any such sale will be made on the same
terms as sales to other investors in the public offering.
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ITEM 7(c). EXHIBITS
99.1 Press Release related to the Wells Fargo transaction, dated
October 12,1999.
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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.
NAVIDEC, INC.
Date: October 12, 1999 By: /s/ Patrick Mawhinney
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Patrick Mawhinney
Chief Financial Officer
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FOR IMMEDIATE RELEASE: NEWS
October 12, 1999
MEDIA CONTACTS:
Mike Meranda, Director of Marketing
303.887.9021
[email protected]
NAVIDEC AND DRIVEOFF.COM EXPAND PARTNERSHIPS WITH WELLS FARGO
$25 million investment completed; Internet services contract signed; Sales staff
committed
DENVER - E-business solutions and services provider, Navidec Inc.
(NASDAQ:NVDC), and its automotive e-commerce subsidiary, DriveOff.com, today
announced the completion and expansion of their partnership with Wells Fargo &
Company.
In addition to funding its $25 million investment ($10 million in Navidec and
$15 million in its subsidiary, DriveOff.com), Wells Fargo signed a
multi-million dollar systems development contract with Navidec. Additionally,
Wells Fargo has committed members of its sales staff to sign dealers in the
Internet Auto Dealers Marketing Association (IADMA), DriveOff.com's exclusive
dealer partner.
To help serve Wells Fargo and continue its national expansion, Navidec plans
to add project management staff in San Francisco. These staff additions will
support Wells Fargo projects as well as identify and service new business
opportunities in the region.
"While some companies specialize in certain segments of e-business, Navidec's
unique mix of expertise allows us to provide clients with one source to
consult, build and manage solutions that meet all their e-business needs,"
said Ralph Armijo, president and CEO of Navidec.
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NVDC/WFC PARTNERSHIP
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With more Internet customers than any other bank and with its decade
of experience in online banking, Wells Fargo has been ranked "best bank" by
Yahoo! Internet Life. Its web site offers customers a single resource with the
tools and financial products to help them realize their financial goals. The
company currently enrolls more than one new online customer every 30 seconds.
ABOUT NAVIDEC INC.
Navidec Inc. (Nasdaq: NVDC) is a leading provider and incubator of innovative
e-business solutions and services. Using its NPACT process, Navidec consults,
builds and manages e-business solutions that enable its clients to transform
their traditional business with e-commerce technology. In addition, Navidec
incubates reusable software modules, packaged Internet solutions and complete
e-business models.
DRIVEOFF.COM INC.
DriveOff.com Inc. is an automotive e-commerce company that provides
world-class automotive web sites including DriveOff.com, CarWizard.com and
LeaseSource.com. The company's flagship web site, DriveOff.com, is the first
true automotive e-commerce web site--allowing consumers to complete their
entire vehicle transaction online. DriveOff.com Inc., based in Englewood,
Colorado, is a subsidiary of e-business solutions and services provider,
Navidec Inc.
ABOUT WELLS FARGO & COMPANY
Wells Fargo & Company (NYSE: WFC) is a $205 billion diversified financial
services company providing banking, insurance, investments, mortgage and
consumer finance services through almost 6,000 stores, the Internet
(www.wellsfargo.com) and other distribution channels across North America and
elsewhere internationally. Fortune Magazine recently ranked Wells Fargo the
second most admired commercial bank.
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All statements in this press release, other than historical facts, are forward
looking statements. These statements are based on certain assumptions and
analyses made by Navidec in light of its experience and its perception of
historical trends, current conditions, expected future developments and other
factors it believes are appropriate under the circumstances. Such statements
are subject to a number of risks and uncertainties, including general and
economic business conditions, demand for automobiles, competition from other
automotive online services, market acceptance of its online automotive
solutions and other risk factors indicated from time to time in Navidec's
filings with the Securities and Exchange Commission. Those filings are
available online at www.freeedgar.com.
