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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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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) September 7, 2000
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STREAMLINE.COM, INC.
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(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
DELAWARE 000-26133 04-3187302
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(State or Other Jurisdiction of (Commission File Number) IRS Employer Identification No.
Incorporation)
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27 Dartmouth Street, Westwood, Ma 02090
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (781) 407-1900
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This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including, but not limited to, statements
identified or qualified by words such as "likely," "will," "suggests," "may,"
"would," "could," "should," "expects," "anticipates," "estimates," "plans,"
"projects," "believes," or similar expressions (and variants of such words or
expressions). The forward-looking statements contained herein represent the
judgment of Streamline.com, Inc. as of the date of this Current Report on Form
8-K and Streamline.com, Inc. cautions against the placement of undue reliance on
such statements. These statements relate to future events and therefore are
inherently uncertain. Actual performance and results may differ materially from
those projected or suggested due to certain risks and uncertainties, including,
but not limited to, the risks and uncertainties described or discussed in the
Section "Risk Factors" in Streamline's Form 10-K for the period ended January 1,
2000 and filed with the Securities and Exchange Commission on March 31, 2000 and
Streamline's Form 10-Q for the period ended July 1, 2000 and filed with the
Securities and Exchange Commission on August 15, 2000. These risks include,
among others, raising the additional capital to fund continuing operations and
increasing competition, and other risks relating to Streamline.com Inc.'s
dependence on customer acceptance of direct, unattended delivery of goods and
services.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 7, 2000, Streamline.com, Inc., a Delaware corporation,
("STREAMLINE"), sold substantially all of the assets relating to its
operations in the greater Chicago and Washington, D.C. markets (the
"TRANSFERRED ASSETS") to Peapod, Inc., a Delaware corporation, ("PEAPOD")
pursuant to an Asset Purchase Agreement, dated as of September 7, 2000 (the
"PURCHASE AGREEMENT"), by and among Streamline, two of Streamline's wholly
owned subsidiaries and Peapod. Pursuant to the Purchase Agreement, Peapod
agreed to pay Streamline approximately $11.6 million in cash and to assume
certain capitalized and operating lease obligations associated with the
Transferred Assets. Approximately $1.4 million of the purchase price is
currently being held in escrow by Peapod pending Streamline's satisfaction of
certain post-closing obligations, and an additional $200,000 of the purchase
price is currently being held in escrow by Peapod to secure any
indemnification obligations of Streamline pursuant to the Purchase Agreement.
Streamline will no longer operate the Transferred Assets. The Company
plans to focus its business operations in the northeastern United States and to
use the proceeds of the transaction to finance operations in its Boston and New
Jersey markets.
The foregoing summary of the provisions of the Purchase Agreement is
qualified in its entirety by reference to the Purchase Agreement filed as
Exhibit 2.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information
The following unaudited pro forma financial statements of the Company
are based on its audited financial statements for the period ended January 1,
2000 included in the Form 10-K and filed by Streamline with the Securities and
Exchange Commission on March 31, 2000 and its unaudited financial statements for
the period ended July 1, 2000 included in the Form 10-Q and filed by Streamline
with the Securities and Exchange Commission on August 15, 2000, adjusted where
appropriate to give pro forma effect to the transaction described below.
The unaudited pro forma statements of operations reflect Streamline's
statement of operations for the periods ended July 1, 2000 and January 1, 2000,
giving effect to the sale of the Transferred Assets as if it had occurred
immediately prior to the beginning of each period presented. The unaudited pro
forma balance sheet reflects Streamline's historical consolidated balance sheet
as of July 1, 2000, giving effect to the sale of the Transferred Assets as if it
had occurred on July 1, 2000. Further details about the pro forma adjustments
are set forth in notes appearing at the end of the pro forma financial
statements.
The pro forma information is not necessarily indicative of the
operating results or financial position that would have occurred had the sale of
the Transferred Assets been consummated at the beginning of the periods
presented, nor is it necessarily indicative of future operating results or
financial position.
The following pro forma financial statements should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations continued in Streamline's Annual Report on Form 10-K for
the fiscal year ended January 1, 2000 and in Streamline's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 1, 2000.
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STREAMLINE.COM, INC
PRO FORMA BALANCE SHEET
JULY 1, 2000
(in thousands)
(unaudited)
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Pro Forma
Historical Adjustments (1) Pro Forma
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ASSETS
Current assets:
Cash, cash equivalents and marketable securities $ 4,817 $ 10,012 $ 14,829
Accounts receivable, net 752 (159) 593
Inventory 1,444 (815) 629
Restricted cash -- 1,600 1,600
Prepaid expenses and other current assets 2,225 (730) 1,495
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Total current assets 9,238 9,908 19,146
Property and equipment, net 19,286 (11,598) 7,688
Purchased and capitalized software, net 4,489 (896) 3,593
Goodwill, net of accumulated amortization 684 (684) --
Restricted cash 2,142 -- 2,142
Other assets, net 1,535 (960) 575
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Total assets $ 37,374 $ (4,230) $ 33,144
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Capital lease obligations $ 1,606 $ (1,203) 403
Accounts payable 3,498 -- 3,498
Accrued expenses 2,880 -- 2,880
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Total current liabilities 7,984 (1,203) 6,781
Long-term portion of capital lease obligations 6,286 (5,567) 719
Stockholders' equity:
Common stock 224 -- 224
Additional paid-in capital 102,732 -- 102,732
Treasury stock, at cost (238) -- (238)
Accumulated other comprehensive loss (2) -- (2)
Accumulated deficit (79,612) 2,540 (77,072)
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Total stockholders' equity 23,104 2,540 25,644
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Total liabilities and stockholders' equity $ 37,374 $ (4,230) $ 33,144
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See notes to unaudited pro forma financial statements.
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STREAMLINE.COM, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JULY 1, 2000
(in thousands, except per share data)
(unaudited)
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Pro Forma
Historical Adjustments (2) Pro Forma
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Revenue:
Product and service revenue, net $ 15,997 $ (7,731) $ 8,266
Subscription and delivery fees 684 (168) 516
Advertising, research and marketing fees 639 639
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Total revenue 17,320 (7,899) 9,421
Operating expenses:
Cost of revenue 11,899 (5,682) 6,217
Fulfillment center operations 10,434 (5,448) 4,986
Sales and marketing 6,937 (3,738) 3,199
Technology systems and development 3,610 (1,260) 2,350
General and administrative 7,591 (2,105) 5,486
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Total operating expenses 40,471 (18,233) 22,238
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Loss from operations (23,151) 10,334 (12,817)
Other income (expense) (19) 508 489
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Net loss attributable to common stockholders $ (23,170) $ 10,842 $ (12,328)
Basic and diluted net loss per common share $ (1.04) $ (0.55)
Shares used in computing basic and diluted
net loss per common share 22,302,555 22,302,555
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See notes to unaudited pro forma financial statements.
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STREAMLINE.COM, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JANUARY 1, 2000
(in thousands, except per share data)
(unaudited)
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Pro Forma
Historical Adjustments (3) Pro Forma
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Revenue:
Product and service revenue, net $ 13,162 $ (487) $ 12,675
Subscription and delivery fees 1,017 (22) 995
Advertising, research and marketing fees 1,201 1,201
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Total revenue 15,380 (509) 14,871
Operating expenses:
Cost of revenue 10,624 (453) 10,171
Fulfillment center operations 9,058 (1,362) 7,696
Sales and marketing 4,987 (383) 4,604
Technology systems and development 3,765 (68) 3,697
General and administrative 7,599 (456) 7,143
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Total operating expenses 36,033 (2,722) 33,311
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Loss from operations (20,653) 2,213 (18,440)
Other income (expense) 1,156 26 1,182
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Net loss before extraordinary item $ (19,497) $ 2,239 $ (17,258)
Dividends on preferred stock (549) (549)
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Net loss attributable to common stockholders $ (20,046) $ 2,239 $ (17,807)
Basic and diluted net loss per common share $ (1.74) $ (1.54)
Shares used in computing basic and diluted
net loss per common share 11,545,102 11,545,102
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See notes to unaudited pro forma financial statements.
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NOTES TO UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
Unaudited Pro Forma Balance Sheet
(1) The pro forma adjustments for the unaudited pro forma balance
sheet as of July 1, 2000 assumes that the sale of the Transferred
Assets and the assumption of certain capitalized lease obligations
occurred as of that date. In connection with the sale of the
Transferred Assets, the Company received cash proceeds of approximately
$11.6 million of which approximately $1.6M of it is being held in escrow
pending certain post closing obligations. This amount has been classified
as restricted cash. In addition, the purchaser assumed certain capital
lease obligations associated with the purchased assets.
Unaudited Pro Forma Statement of Operations
(2) The pro forma adjustments for the unaudited pro forma statement of
operations for the six months ended July 1, 2000 give effect to the sale
of the Transferred Assets and the assumption of certain capital lease
obligations as if it had occurred immediately prior to the beginning of
the period. This results in pro forma adjustments to eliminate revenue
and all direct operating expenses associated with the Washington D.C. and
Chicago locations, including the costs associated with employees
transferred to the purchaser. In addition, the pro forma adjustments
include an adjustment to eliminate amortization expense for those
locations relating to goodwill.
(3) The pro forma adjustments for the unaudited pro forma statement of
operations for the year ended January 1, 2000 give effect to the sale of
the Transferred Assets and assumption of certain capital lease
obligations as if it had occurred immediately prior to the beginning of
the period. This results in pro forma adjustments to eliminate revenue
and all of the direct operating expenses associated with the Washington
D.C. location, including the costs of all employees that were transferred
to the purchaser. In addition, the pro forma adjustments include an
adjustment to eliminate amortization expense relating to the goodwill
associated with that location. No adjustment has been recorded for the
Chicago facility as it was acquired on January 5, 2000 and its results
of operations have not been reflected in the historical financial
statements as of that date.
(4) The pro forma statement of operations for the year ended January 1, 2000
and for the six months ended July 1, 2000 does not reflect an adjustment
for the expected gain on the transaction of approximately $2.5 million.
In the quarter ended September 30, 2000, the Company will record this
transaction and classify the portion of the gain associated with the sale
of the Chicago operations, historically accounted for as a pooling of
interests, as an extraordinary item. The remaining gain will be included
in other income.
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(c) Exhibits
Exhibit 2.1 Asset Purchase Agreement, dated as of September 7, 2000 by
and among Streamline, Beacon Home Direct, Inc.,
Streamline Mid-Atlantic, Inc. and Peapod.
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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 hereunto duly authorized.
STREAMLINE.COM, INC.
By: /s/ Lawrence P. Anderson
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Lawrence P. Anderson, Chief Accounting
Officer (Authorized Officer and Chief
Accounting Officer)
Dated: September 21, 2000