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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): March 7, 2000
Cyberian Outpost, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-24659 06-1419111
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
23 North Main Street, P.O. Box 636
Kent, Connecticut 06757
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 927-2050
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ITEM 5. OTHER EVENTS.
On March 7, 2000 the Registrant publicly disseminated a press release
announcing the Registrant's completion of a private placement of the
Registrant's common stock, placed by C.E. Unterberg, Towbin, with proceeds of
approximately $37 million. The information contained in the press release is
incorporated herein by reference and filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 The Registrant's Press Release dated March 7, 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.
CYBERIAN OUTPOST, INC.
(Registrant)
/s/ Michael T. Dylag
Date: March 8, 2000 --------------------------------
Michael T. Dylag
Vice President Finance and Administration
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Page Number
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99.1 The Registrant's Press Release 5
dated March 7, 2000.
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Exhibit 99.1
Press Release of the Registrant
FOR IMMEDIATE RELEASE
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CONTACT:
Jim Gallagher
860-927-8616
[email protected]
OUTPOST.COM SELLS $37 MILLION STAKE TO INSTITUTIONAL INVESTORS
Kent, Conn., March 7, 2000 -- Outpost.com (Nasdaq: COOL), a leading global
e-tailer of high-end consumer products, announced today the completion of a
private placement of its common stock with proceeds of approximately $37
million. C.E. Unterberg, Towbin has placed 4.7 million shares of Outpost.com
with a group of leading institutions. The transaction was priced at a 5%
discount to the market price.
"Most private investments in public equity (PIPE) are done at steep discounts
to the market price, usually between 15% and 20%," said Thomas Unterberg,
Chairman of C.E. Unterberg, Towbin. "In this case, the Outpost.com story is so
compelling that institutional investors with significant expertise in Internet
investing agreed to participate at a minimal discount," Mr. Unterberg said.
"Outpost has a great new management team with a established track record of
creating wealth for shareholders. They have a powerful brand name, they are
international in scope and have a proven reputation for outstanding customer
service."
"With this transaction, which represents a tremendous vote of confidence for
Outpost.com, we have accomplished two critical goals," said Bob Bowman,
President and Chief Executive Officer of the company. "We have raised
significant capital to fund the execution of our business model and for the
first time since our public offering in August 1998, we will have broad based
institutional ownership of our stock which is very significant for us and will
be an essential element in our continuing success," Mr. Bowman continued. "This
announcement follows the recent purchase of a 5% stake in Outpost.com by another
savvy institutional Internet investor and combined with our existing shareholder
base, puts 30% of our stock in the hands of institutions."
The transaction, which is subject to the customary closing conditions, is
expected to close this week, and the stock is expected to be registered within
180 days. The proceeds will be used for general corporate purposes.
Outpost.com will host a teleconference call at 9:00 AM Eastern Standard Time.
Those interested in participating in the call, may dial 888-792-1079 or 703-871-
3092 at least ten minutes prior to the call.
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The call will also be broadcast live via the Internet at http://www.corporate-
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ir.net/ireye/ir_site.zhtml?ticker=COOL&script=2400 Please be sure to have
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streaming software such as RealPlayer loaded onto the desktop prior to
registering for the call.
TUESDAY MARCH 7, 2000
9:00 AM Eastern Standard Time
About Outpost.com
Outpost.com has been at the forefront of e-commerce longer than anyone.
Beginning in 1995, Outpost.com has been setting the standard for online customer
experience by building trust with its customers at every point of contact.
Outpost.com has recently expanded its business model beyond B2C to B2B and
eBusiness Services in order to offer its outstanding customer shopping
experience to a number of highly visible partners. Outpost.com provides site
design, site maintenance, order management and fulfillment. These partnerships
with Tweeter Home Entertainment Group, Brookstone, Golf Galaxy, Sandbox.com
Computer.com and Exactly Vertical, collectively expand the clicks and mortar
presence of Outpost.com to more than 300 land based retail stores. Another
partnership with Compaq Computer Corporation handles the exclusive distribution
of the online investor workstation series of products. Each partnership builds
on the strength of Outpost.com's #1 top-rated consumer shopping experience on
the Web. The online rating service, BizRate.com has consistently given
Outpost.com's online consumer shopping experience its highest rating.
Outpost.com ranks first in the computing category of the 1999 Forrester
PowerRankings(TM). Forrester Research, Inc., combined the survey data from
online consumers, rigorous shopping-experience tests and unbiased expert
analysis to provide objective rankings of the leading e-commerce sites.
The unique TruePrice Policy at Outpost.com guarantees that the "price you see
is the price you pay". There are no hidden shipping or handling charges, a 30
day money back guarantee on all products and a 24-hour seven day per week, real
people Customer Service Center. The free next-day delivery service for in stock
products is unmatched in the industry. All products are shipped free and
overnight, every day.
Today, Outpost.com has an existing customer base of over 500,000 and over 4
million visitors per month to its Website. The Company has been adding new
customers at a rate of over 40,000 per month. The customers shopping at
Outpost.com have strong demographic qualities, they are highly educated and
technically savvy with an income level able to support a broad array of
interests.
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This release may contain forward-looking statements that are subject to certain
risks and uncertainties. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the forward-
looking statements, especially when measured on a quarterly basis. The Company
cautions investors that there can be no assurance that actual results or
business conditions will not differ materially from those projected or suggested
in such forward-looking statements as a result of various factors, including,
but not limited to, the following: (i) technological difficulties (ii) our early
stage of development, (iii) competition, (iv) our ability to expand
internationally, (v) uncertainty regarding the continued growth of the Internet
and online commerce, (vi) uncertainty regarding governmental regulation and
(vii) reliance on strategic alliances.
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