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UNITED STATES
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 21, 2000
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DIGITAL INSIGHT CORPORATION
(Exact name of Registrant as specified in its charter)
Commission File Number: 0-27459
Delaware 77-0493142
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26025 Mureau Road, Calabasas, California 91302
(Address of principal executive offices, including zip code)
(818) 871-0000
(Registrant's telephone number, including area code)
_________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 21, 2000, Digital Insight completed its acquisition of all of the
outstanding shares of 1View Network Corporation, a company based in San
Francisco that provides electronic information aggregation and electronic bill
presentment and payment solutions for the financial services market. In the
acquisition Digital Insight paid $5 million in cash and issued 1.1 million in
shares -- in the form of 807,425 shares of Digital Insight's common stock and
292,559 shares underlying options to purchase Digital Insight's common stock --
in exchange for all of the outstanding shares and options of 1View Network. If
1View Network does not meet certain performance objectives by September 30,
2000, the former majority shareholder of 1View Network has agreed to return to
Digital Insight $3 million in cash and 178,112 shares of Digital Insight's
common stock.
The acquisition was consummated by means of a reverse-triangular merger.
Calabasas Acquisition Corp., a wholly-owned subsidiary of Digital Insight,
merged with and into 1View Network, with 1View Network as the surviving
corporation in the merger. Each outstanding share of common stock of Calabasas
Acquisition Corp. was converted into one share of common stock of 1View Network.
1View Network, the surviving corporation, thus became a wholly-owned subsidiary
of Digital Insight.
The purchase price was determined through arms-length negotiations between
Digital Insight and 1View Network, taking into account the value of companies
comparable to 1View Network. Both Digital Insight and 1View Network engaged
financial advisors to assist them in determining a fair and reasonable price for
the acquisition.
The funds used by Digital Insight to pay the cash portion of the purchase
price came from Digital Insight's working capital. The assets acquired by
Digital Insight include a lease of office space in San Francisco, California.
Digital Insight intends to continue occupying this office space.
The acquisition is to be accounted for using the purchase method of
accounting.
The Agreement and Plan of Merger, listed as Exhibit 2.1 to this Current
Report on Form 8-K, is incorporated herein by reference to Digital Insight's
Current Report on Form 8-K filed with the SEC on April 14, 2000. The foregoing
description of the Agreement and Plan of Merger is qualified in its entirety by
reference to the Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements of 1View Network are not included with this
Current Report on Form 8-K. Such financial statements will be filed by
amendment to this Current Report on Form 8-K as soon as practicable, but not
later than September 4, 2000.
(b) Pro Forma Financial Information.
Pro forma financial information is not included with this Current Report on
Form 8-K. Such pro forma financial information will be filed by amendment to
this Current Report on Form 8-K as soon as practicable, but not later than
September 4, 2000.
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(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of April 8, 2000, by and
among Digital Insight Corporation, Calabasas Acquisition Corp. and
1View Network Corporation (incorporated herein by reference to the
Registrant's Current Report on Form 8-K filed with the SEC on April
14, 2000).
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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.
Date: July 5, 2000 DIGITAL INSIGHT CORPORATION
By: /s/ Kevin McDonnell
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Kevin McDonnell
Senior Vice President, Finance &
Administration, Chief Financial
Officer and Secretary
