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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: July 7, 2000
(Date of earliest event reported: June 30, 2000)
PEAPOD, INC.
(Exact name of Registrant as Specified in Its Charter)
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<S> <C> <C>
Delaware 0-22557 36-4118175
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation or Organization) Identification Number)
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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 April 14, 2000, the Registrant entered into a Purchase Agreement
(the "Purchase Agreement") with Koninklijke Ahold N.V. ("Ahold"). Under the
Purchase Agreement, subject to certain conditions, including stockholder
approval of the transaction, the Registrant agreed to issue and sell to Ahold,
and Ahold agreed to purchase from the Registrant, for an aggregate purchase
price of $72,637,024 (the "Purchase Price"), 726,371 shares (the "Shares") of
the Registrant's Series B Convertible Preferred Stock, par value $.01 per share,
and warrants (the "Warrants") to purchase 32,894,270 shares of the Registrant's
common stock. On June 30, 2000, the Registrant's stockholders approved the
transaction and the Registrant issued the Shares and Warrants to Ahold in
exchange for payment of the Purchase Price.
In connection with the transaction with Ahold, Registrant amended both
its Restated Certificate of Incorporation and its Restated By-laws, effective as
of June 30, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired:
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Not applicable.
(b) Pro Forma Financial Information:
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Not applicable.
(c) Exhibits:
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99.1 Certificate of Amendment of Restated Certificate of Incorporation
99.2 Restated By-laws.
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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
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*99.1 Certificate of Amendment of Restated Certificate of Incorporation
*99.2 Restated By-laws.
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* Filed herewith.
