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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)
JUNE 3, 1999
HEURISTIC DEVELOPMENT GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-29044 95-4491750
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION
INCORPORATION) NUMBER)
1219 MORNINGSIDE DRIVE, SUITE 102, MANHATTAN BEACH, CALIFORNIA 90266
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(310) 378-1749
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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 5. OTHER EVENTS
On June 3, 1999, Heuristic Development Group, Inc., a Delaware
corporation ("HDG"), announced the signing of a definitive Agreement and Plan
of Merger, dated June 2, 1999, with Virtual Communities, Inc., a Delaware
Corporation ("VCI").
Under the terms of the agreement, a subsidiary of HDG will merge with
VCI in an all stock transaction in which VCI's stockholders will receive
approximately 11.5 million shares of HDG common stock (subject to
adjustment), representing approximately 88% of HDG's common stock after the
merger (assuming no exercise of either company's warrants or options.) HDG's
existing common stock and Class A and Class B warrants will remain
outstanding.
A copy of the press release announcing the signing of the merger
agreement is attached hereto as Exhibit 99.3 and incorporated herein by this
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following Exhibits are filed herewith as part of this current Report:
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Exhibit Description of Document
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99.3 Press Release, dated June 3, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
HEURISTIC DEVELOPMENT GROUP, INC.
June 9, 1999 By: /s/ Theodore Lanes
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(Date) Theodore Lanes
Chief Financial Officer
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EXHIBIT 99.3
FOR IMMEDIATE RELEASE
HEURISTIC DEVELOPMENT GROUP, INC AND VIRTUAL COMMUNITIES, INC.
ANNOUNCE EXECUTION OF DEFINITIVE MERGER AGREEMENT
LOS ANGELES, CALIFORNIA, June 3, 1999 --
Heuristic Development Group, Inc. ("HDG") (NASDAQ:IFIT) and Virtual
Communities, Inc., a privately held developer and publisher of Internet based
communities announced today that they have executed a definitive merger
agreement.
Founded by President and CEO Avi Moskowitz, VCI currently publishes three
sites: Virtual Jerusalem (virtualjerusalem.com), Virtual HolyLand
(virtualholyland.com) and Virtual Ireland (virtualireland.com). With over
6.2 million page views during April, 1999, Virtual Jerusalem represents the
largest aggregated community on the Internet for Jewish and Israel related
content. Virtual Jerusalem currently has over 150 agreements with content
partners and advertisers and is a portal to over 9,000 Jewish related sites.
The Virtual HolyLand site, launched on Christmas Day 1998, is targeted to
the 70 million members of the Evangelical Christian Community for whom the
Land of the Bible is a constant focus. Virtual Ireland was launched on Saint
Patrick's Day 1999 and is designed to appeal to approximately 50 million
persons of Irish descent in the U.S. In late February, VCI began to
implement its marketing plan which includes a radio, print and television
campaign and a keyword agreement with Yahoo!.
Under the terms of the merger agreement, a subsidiary of HDG will merge with
VCI in an all stock transaction in which, VCI's stockholders will receive
approximately 11.5 million shares of HDG common stock (subject to
adjustment), representing approximately 88% of HDG's common stock after the
merger (assuming no exercise of either company's warrants or options). HDG's
existing common stock and Class A and Class B warrants will remain
outstanding. VCI's Board of Directors and management will become the Board
of Directors and management of the merged company.
The transaction is expected to close in the third quarter of 1999, subject
to certain conditions, including obtaining the approval of HDG's and VCI's
stockholders and an opinion from an investment banking firm that the
transaction is fair to HDG's stockholders.
Avi Moskowitz, VCI's CEO said, "We are very pleased to have signed the merger
agreement with HDG. It is an excellent transaction for our shareholders and
provides us with the ability to rapidly execute our business plan.
Added Jonathan Seybold, HDG's Chairman: "We believe that this merger with VCI
provides an outstanding opportunity for HDG's shareholders. We are excited
about VCI's business model and look forward to receiving shareholder approval
to finalize the transaction."
Statements in this release which area not historical facts are "forward
looking" statements and "safe harbor statements" under the Private
Securities Litigation Reform Act of 1995 that involve risks and/or
uncertainties, including risks and/or uncertainties as described in HDG's
filings with the Securities and Exchange Commission.
Contact : Ted Lanes, CFO Heuristic Development Group 310-378-1749
HDG ACQUISITION SUB, INC.
By:
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Name: Gregory L. Zink
Title: President
