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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 8, 2000
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CYBERIAN OUTPOST, INC.
a/k/a OUTPOST.COM
(Exact name of registrant as specified in its charter)
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Delaware 06-1419111
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(State or other jurisdiction Commission file number: 000-24659 (I.R.S. EMPLOYER
of incorporation or organization) IDENTIFICATION NO.)
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23 NORTH MAIN STREET-PO BOX 636, KENT, CONNECTICUT 06757
(Address of principal executive offices) (Zip Code)
(860) 927-2050
Registrant's telephone number, including area code
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
This Form 8-K/A amends the Current Report on Form 8-K filed on September 21,
2000 to incorporate Item 7, the Financial Statements of Business Acquired.
On September 8, 2000, Cyberian Outpost, Inc. ("Outpost") completed its
acquisition of CMPExpress.com, Inc. ("CMPExpress") pursuant to the terms and
conditions of Agreement and Plan of Reorganization dated September 6, 2000, by
and among Outpost, Sydney Acquisition Sub, Inc. ("Acquisition Sub"), a Delaware
corporation, CMPExpress, a Pennsylvania Corporation, and the stockholders of
CMPExpress. CMPExpress is an Internet retailer that sells computers and
technology products to medium and large businesses, both over the Internet and
directly through its sales team. Outpost intends to operate the business of
CMPExpress under the name "OutpostPro."
Effective September 8, 2000, Acquisition Sub merged with and into CMPExpress,
with CMPExpress surviving the merger as a wholly-owned subsidiary of Outpost.
Each share of CMPExpress common stock was converted into a right to receive
.137267926 shares of Outpost common stock and each share of CMPExpress Series A
redeemable preferred stock was converted into a right to receive .324638095
shares of Outpost common stock. As a result of the acquisition, Outpost issued
approximately 3.09 million shares of its common stock, valued at approximately
$11.8 million based on the average closing price of Outpost's common stock over
the 20 trading days prior to September 8, 2000.
Outpost also issued approximately 47,000 shares of its common stock to the
finder who facilitated the transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
(1) Report of Independent Accountants
(2) Balance Sheets of CMPExpress.com, Inc. at December 31, 1999 and August
31, 2000 (Unaudited)
(3) Statements of Operations of CMPExpress.com, Inc. for the Year ended
December 31, 1999 and for the Eight Months Ended August 31, 1999 and
2000 (Unaudited)
(4) Statements of Changes in Stockholders' Equity of CMPExpress.com, Inc.
for the Year Ended December 31, 1999 and for the Eight Months Ended
August 31, 2000 (Unaudited)
(5) Statements of Cash Flows of CMPExpress.com, Inc. for the Year Ended
December 31, 1999 and for the Eight Months Ended August 31, 1999 and
2000 (Unaudited)
(6) Notes to Financial Statements
(b) Pro Forma Financial Information
(1) Pro Forma Consolidated Balance Sheet of Outpost.com at August 31, 2000
(Unaudited)
(2) Pro Forma Consolidated Statement of Operations of Outpost.com for the
Year Ended February 29, 2000 (Unaudited)
(3) Pro Forma Consolidated Statement of Operations of Outpost.com for the
Six Months Ended August 31, 2000 (Unaudited)
(4) Notes to Pro Forma Consolidated Financial Statements (Unaudited)
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(c) Exhibits
Exhibit Number Description
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Exhibit No. 23.1 Consent of PricewaterhouseCoopers LLP
Exhibit No. 99.3 Financial Statements of Businesses Acquired
Exhibit No. 99.4 Pro Forma Consolidated Financial Information
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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 thereunto duly authorized.
Date: November 27, 2000
CYBERIAN OUTPOST, INC.
By: /S/ Katherine N. Vick
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KATHERINE N. VICK
PRESIDENT
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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Exhibit No. 23.1 Consent of PricewaterhouseCoopers LLP
Exhibit No. 99.3 Financial Statements of Businesses Acquired
Exhibit No. 99.4 Pro Forma Consolidated Financial Information
