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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): November 19, 1999
EGGHEAD.COM, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-29184 77-0408319
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(Commission (IRS Employer
File Number) Identification No.)
1350 Willow Road, Menlo Park, CA 94025
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(Address of principal executive offices) (Zip Code)
(650) 470-2400
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(Registrant's telephone number)
ONSALE, INC.
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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 19, 1999, Onsale, Inc., a Delaware corporation, completed its
merger with Egghead.com, Inc., a Washington corporation ("Egghead/WA"). In
connection with the transaction, Onsale changed its name to "Egghead.com, Inc."
("New Egghead"). New Egghead is a leading Internet retailer of new and surplus
computer products, consumer electronics, sporting goods and vacation packages.
Through its auction site - www.onsale.com - New Egghead sells excess and
closeout goods and services.
The transaction was accomplished by merging a wholly owned subsidiary of
Onsale into Egghead/WA. Egghead/WA survived the merger, was renamed EO
Corporation and became and a wholly owned subsidiary of New Egghead. New Egghead
intends to account for the transaction as a pooling of interests, and the merger
is intended to qualify as a tax-free reorganization.
S. Jerrold Kaplan, formerly the President, Chief Executive Officer and
Chairman of Onsale, is the President and Chief Executive Officer of New Egghead
and George Orban, formerly the Chief Executive Officer and Chairman of
Egghead/WA, is the Chairman of New Egghead. New Egghead's board of directors
consists of four directors from Onsale (S. Jerrold Kaplan, Alan S. Fisher, Peter
L. Harris and Kenneth J. Orton) and three other directors from Egghead/WA (C.
Scott Gibson, Robert T. Wall and Karen White) in addition to George Orban. Peter
H. Jackson resigned as a director of Onsale effective upon the closing of the
merger. A ninth director will be named at a later time.
In the merger, New Egghead issued approximately 17.4 million shares of its
common stock, and converted outstanding options and purchase rights to acquire
Egghead/WA common stock into options and purchase rights to acquire
approximately 1.4 million shares of New Egghead common stock. On November 30,
1999, New Egghead filed a registration statement on Form S-8 with the Securities
and Exchange Commission to register the shares of New Egghead common stock to be
issued pursuant to the exercise of these options and purchase rights.
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ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
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(i) Egghead.com, Inc. unaudited consolidated financial statements
and notes thereto for the twenty-six weeks ended October 2, 1999
(incorporated by reference to Egghead's quarterly report on Form
10-Q for the quarterly period ended October 2, 1999);
(ii) Egghead.com, Inc. audited consolidated balance sheets and notes
thereto for the fiscal years ended April 3, 1999 and March 28,
1998 (incorporated by reference to Egghead's annual report on
Form 10-K for the fiscal year ended April 3, 1999); and
(iii) Egghead.com, Inc. audited consolidated statements of operations
and audited consolidated statements of cash flows for the fiscal
years ended April 3, 1999, March 28, 1998 and March 29, 1997
(incorporated by reference to Egghead's annual report on Form
10-K for the fiscal year ended April 3, 1999).
(b) Pro Forma Financial Information.
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The financial information required by this item will be filed by an
amendment to this report on or prior to February 2, 1999.
(c) Exhibits.
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2.01 Agreement and Plan of Merger, dated July 13, 1999, among
Onsale, Egghead/WA and a wholly owned subsidiary of Onsale
(incorporated by reference to Exhibit 2.01 to Onsale's
current report on Form 8-K, filed with the Commission on
July 23, 1999).
2.02 Articles of Merger, as filed with the Washington Secretary
of State on November 19, 1999.
99.01 Press Release issued by New Egghead on November 22, 1999,
announcing the closing of the merger.
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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 hereunto duly authorized.
Date: December 1, 1999 EGGHEAD.COM, INC.
By: /s/ John E. Labbett
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John E. Labbett
Senior Vice President and
Chief Financial Officer
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EXHIBIT 2.02
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ARTICLES OF MERGER
OF
EO CORPORATION,
a Washington corporation
WITH AND INTO
EGGHEAD.COM, INC.,
a Washington corporation
In accordance with RCW 23B.11.050
The undersigned, John Labbett, being the Secretary and Treasurer of EO
Corporation, a Washington corporation, and Brian W. Bender, being the Vice
President, Chief Financial Officer and Secretary of Egghead.com, Inc., a
Washington corporation, DO HEREBY CERTIFY as follows:
1. The constituent corporations in the merger (the "Merger") are EO
Corporation, a Washington corporation ("EO Corporation"), and Egghead.com, Inc.,
a Washington corporation ("Egghead"). EO Corporation shall be merged with and
into Egghead in the Merger and the surviving corporation shall be Egghead. In
connection with the merger, Egghead shall change its name to EO Corporation.
2. An Agreement and Plan of Merger dated as of July 13, 1999 (the
"Merger Agreement") has been approved, adopted, and executed by each of the
constituent corporations in accordance with RCW 23B.11.010. The Merger
Agreement is attached hereto as Exhibit A and incorporated herein by reference.
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3. The Merger was duly approved by the shareholders of each of the
constituent corporations in accordance with RCW 23B.11.030.
4. The Merger shall become effective upon filing these Articles of Merger
with the Office of the Secretary of State of the State of Washington.
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IN WITNESS WHEREOF, the parties hereto have caused these Articles of Merger
to be duly executed as of this 19th day of November, 1999.
EO CORPORATION,
a Washington corporation
By: /s/ John E. Labbett
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John Labbett, Secretary and Treasurer
EGGHEAD.COM, INC.,
a Washington corporation
By: /s/ Brian W. Bender
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Brian W. Bender, Vice President,
Chief Financial Officer and Secretary
[Exhibit A is incorporated herein by reference to Exhibit 2.01 to
Onsale's current report on Form 8-K, filed with the Commission on July 23, 1999]
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EXHIBIT 99.01
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ONSALE AND EGGHEAD MERGER CREATES A LEADER IN ONLINE RETAILING OF TECHNOLOGY
PRODUCTS
-Integrated Web Site Ready For Holiday Shopping Season-
MENLO PARK, CA, November 22, 1999 - Onsale, Inc. and Egghead.com, Inc. today
announced the completion of the merger between the companies. Egghead.com, the
name of the combined companies, is headquartered in Menlo Park, California, with
operations in Vancouver, Washington.
"With the approval of the Egghead stockholders last Friday, we are now executing
on our integration plans," said Jerry Kaplan, Egghead.com's CEO. "The first
major task was to bring our web sites together, to make sure that customers from
both companies had an easy-to-use, robust shopping site where they could
continue to use their existing accounts and passwords.
"I'm pleased to announce that as of this morning, we are ready and open for
business for the holiday season. Our new unified web site brings together the
best of Egghead.com and Onsale, with an expanded selection of new and surplus
merchandise, great prices, improved product information, and a special `free
shipping' promotion to kick things off.
"Teams from both companies worked through the weekend to make the integration
happen at `Internet speed'. The next task is to integrate our advertising and
promotional messages, which should be completed shortly. I expect that this
exemplary teamwork, commitment, and fast execution will be the hallmark of our
new company going forward."
Egghead.com will trade under the EGGS symbol on the Nasdaq stock exchange. On
Monday, November 22nd, Egghead.com will trade under the ONSL symbol because of
the time and logistics needed to change the symbol. On the following day,
Egghead.com will be traded under the EGGSD symbol for ten trading days. After
ten days, Egghead.com will be traded under the EGGS symbol.
Egghead.com shareholders receive 0.565 shares of Onsale common stock in exchange
for each share of Egghead common stock. Egghead.com shareholders will be sent
instructions on how to exchange Egghead stock certificates for Onsale stock
certificates. Stock certificates currently held by Onsale shareholders will
automatically represent stock ownership of the combined company.
The board of directors of Egghead.com are: George Orban, chairman, Egghead.com;
Jerry Kaplan, chief executive officer, Egghead.com; C. Scott Gibson, principal,
Gibson Enterprises; Robert T. Wall, president, On Point Developments; Karen
White, senior vice president, Oracle;
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Alan S. Fisher, chief technical officer, Egghead.com; Peter L. Harris, president
and chief executive officer, The Picture People; and Kenneth J. Orton, chief
strategist, Cognitiative. An additional board member will be named at a later
time.
About Egghead.com
Egghead.com (Nasdaq: EGGS) is a leading Internet retailer of new and surplus
computer products, consumer electronics, sporting goods, and vacation packages.
Through its auction site - Onsale.com - the company offers bargains on excess
and closeout goods and services. Egghead.com combines broad selection, low
prices, and excellent service to provide an outstanding online shopping
experience for businesses and consumers. Egghead.com is located on the Internet
at www.egghead.com.
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(C)1999 Egghead.com, Inc. All Rights Reserved.
Egghead.com and Onsale are registered trademarks of Egghead.com, Inc. All other
companies and their brand names mentioned are trademarks or registered
trademarks of their respective holders.
This press release contains "forward-looking" statements, including projections
about our business, within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. For example,
statements in the future tense, and statements that we "expect", "plan",
"estimate", "anticipate" or "believe", are forward-looking statements. These
forward-looking statements are based on information available to us at the time
of the release and we assume no obligation to update any such forward-looking
statements. The statements in this release are not guarantees of future
performance and actual results could differ materially from our current
expectations as a result of numerous factors. These and other risks and
uncertainties associated with our business are detailed in our registration
statement on Form S-4 in connection with the Egghead merger, and in our most
recent Form 10-K and Form 10-Q, which are on file with the SEC and available
through www.sec.gov.
