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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 (Date of earliest event reported): March 16, 2000
PEAPOD, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 0-22557 36-4118175
(State or Other Jurisdiction (Commission File) (I.R.S. Employer
of Incorporation or Organization) Number Identification Number)
9933 Woods Drive, Skokie, Chicago, Illinois 60077
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 583-9400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On March 16, 2000, the Registrant issued a press release announcing that
Bill Malloy, its CEO and President, has informed the Registrant that due to
health reasons he will not be able to continue his involvement with the
Registrant. The press release also states that, in light of this development,
the parties to the previously announced letters of intent dated February 14,
2000 with the Registrant regarding a potential $120 million investment, informed
the Registrant today that they are not willing to move forward with the planned
investment and are terminating the letters of intent. The press release also
states that the Board of Directors has directed its financial advisors to
explore strategic alternatives available to the Registrant, including possible
alternative financing or a possible sale of the Registrant. The press release
also states that the Registrant has approximately $3 million cash on hand,
before giving effect to outstanding trade payables, and that there can be no
assurances that the Registrant will be successful in finding or completing a
transaction or that the Registrant's resources will be sufficient to enable it
to continue its operations during this process.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired:
--------------------------------------------
Not applicable.
(b) Pro Forma Financial Information:
--------------------------------
Not applicable.
(c) Exhibits:
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99.1 Press Release of Registrant dated March 16, 2000.
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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.
PEAPOD, INC.
By: /s/ Dan Rabinowitz
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Dan Rabinowitz
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
*99.1 Press Release of Registrant dated March 16, 2000.
_____________________
* Filed herewith.
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Exhibit 99.1
PEAPOD, INC. CEO LEAVING FOR HEALTH REASONS; PROPOSED
EQUITY FINANCING TERMINATED BY INVESTORS DUE TO CEO DEPARTURE; COMPANY
SEEKING ALTERNATIVE FINANCING OR SALE TRANSACTION
CHICAGO, IL -- March 16, 2000 --
Peapod, Inc. (NASDAQ: PPOD - news), announced today that Bill Malloy, the
Company's CEO and President, has informed the Company that due to health reasons
he will not be able to continue his involvement with the Company.
In light of this development, the parties to the previously announced letters of
intent dated February 14, 2000 with the Company regarding a potential $120
million investment, informed the Company today that they are not willing to move
forward with the planned investment and are terminating the letters of intent.
The Company has experienced substantial operating losses since its inception and
currently has approximately $3 million cash on hand, before giving effect to
outstanding trade payables. The Board of Directors has directed its financial
advisors, Wasserstein Perrella & Co., Inc., to explore strategic alternatives
available to the Company, including possible alternative financing or a possible
sale of the Company. There can be no assurances that the Company will be
successful in finding or completing a transaction or that the Company's
resources will be sufficient to enable it to continue its operations during this
process.
The duties of the CEO will be assumed by Andrew Parkinson, the Company's
Chairman and co-founder. Mr. Parkinson will be assisted by a newly formed Office
of the Chairman comprised of Mr. Parkinson, Drayton McLane and Mark Van
Stekelenburg.
Mr. McLane, Jr. (63) joined Peapod's board of directors in 1999. Since 1992, he
has been Chairman of McLane Group, a holding company responsible for the
operation of a variety of business entities, including, at one time, McLane
Company. In 1990, McLane Company merged with Wal*Mart and Mr. McLane became Vice
Chairman of Wal*Mart Stores, Inc.
Mr. Van Stekelenburg (48) became a director in 1998. From 1992 through 1998, he
served as the President and Chief Executive Officer of Rykoff-Sexton, Inc./U.S.
Foodservice, a food service distributor and manufacturer. Prior to coming to
Rykoff-Sexton in 1991, he served as President and Chief Executive Officer of
G.V.A., Inc., the largest food service retailer in the Netherlands. His
experience in the food distribution and retail business also includes terms as
the President of Torro Supermarkets, General Manager and Chief Operating Officer
of Makro U.S.A. and General Manager of Korti Discount Stores. He currently is a
private investor.
Peapod, Inc., is an Internet grocer providing consumers with local and national
grocery delivery service. More information is available on the Company's web
site at www.peapod.com.
* * * *
Except for historical matters contained herein, the matters discussed in this
press release, including statements herein regarding strategic alternatives
available to Peapod, including alternative financings or a sale of the company,
the sufficiency of Peapod's resources, and Peapod's future prospects, are
forward-looking and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Investors are cautioned that
these forward-looking statements reflect numerous assumptions and involve risks
and uncertainties that may affect Peapod's business and prospects and cause
actual results to differ materially from these forward-looking statements.
