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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 8, 2000
CYBERIAN OUTPOST, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-24659 06-1419111
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
23 NORTH MAIN STREET, P.O. BOX 636
KENT, CONNECTICUT 06757
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (860) 927-2050
Total Number of Pages 68.
Exhibit Index at Page 5.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 8, 2000, Cyberian Outpost, Inc. completed its acquisition of
CMPExpress.com, Inc. pursuant to the terms and conditions of Agreement and Plan
of Reorganization dated as of September 6, 2000, by and among Outpost, Sydney
Acquisition Sub, Inc., 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."
Acquisition Sub merged with and into CMPExpress, with CMPExpress surviving
the merger as a wholly-owned subsidiary of Outpost, effective as of September 8,
2000. 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 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.
Outpost has agreed to register all 3.14 million shares of common stock within
60 days of the closing. Under the terms of the agreement, approximately 463,000
shares of this common stock are held in escrow for 12 months. Moreover,
approximately 2.9 million of the shares are subject to lock-up agreements, which
expire over a 16 month period.
The Reorganization Agreement is incorporated by reference and included as
Exhibit 2.1. A copy of the Outpost press releases announcing the signing of the
Reorganization Agreement and the closing of the transaction, respectively, are
incorporated herein by reference and included as Exhibits 99.1 and 99.2 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
To be filed by amendment within 60 days of the filing hereof pursuant
to Item 7 of Form 8-K
(b) Pro Forma Financial Information
To be filed by amendment within 60 days of the filing hereof pursuant
to Item 7 of Form 8-K
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(c) Exhibits
Exhibit No. Description
Exhibit 2.1 Agreement and Plan of Reorganization among Cyberian
Outpost, Inc., Sydney Acquisition Sub, Inc.,
CMPExpress.com, Inc. and the stockholders of
CMPExpress.com, Inc. dated September 6, 2000.
Exhibit 99.1 Press Release dated September 7, 2000
Exhibit 99.2 Press Release dated September 11, 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: September 20, 2000
CYBERIAN OUTPOST, INC.
By: /s/ Katherine N. Vick
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Katherine N. Vick
Executive Vice President
for Business Development &
Chief Financial Officer
(Principal Accounting and Financial Officer)
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Exhibit Index
Exhibit Description
Sequential Number
Exhibit 2.1 Agreement and Plan of Reorganization among
Cyberian Outpost, Inc., Sydney Acquisition Sub,
Inc., CMPExpress.com, Inc. and the stockholders
of CMPExpress.com, Inc. dated September 6, 2000.
Exhibit 99.1 Press Release dated September 7, 2000
Exhibit 99.2 Press Release dated September 11, 2000
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