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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) JANUARY 5, 2000
STREAMLINE.COM, INC.
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(Exact Name of Registrant as Specified in Charter)
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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
(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 Proxy Statement/Private Placement Memorandum, dated December 13,
1999. These risks include, among others, acquisition and transition challenges,
assimilation issues in the consolidation process, customer reaction to the
acquisitions, and operational and other risks relating to the combination of
separate businesses.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 5, 2000, Streamsub, Inc. ("Merger Sub"), a Delaware
corporation and a wholly-owned subsidiary of Streamline.com, Inc.
("Streamline"), merged (the "Merger") with and into Beacon Home Direct, Inc.
(d/b/a Scotty's Home Market), an Illinois corporation ("Scotty's"), with
Scotty's surviving the Merger, pursuant to the Agreement and Plan of Merger and
Reorganization, dated as of October 18, 1999 (the "Merger Agreement"), by and
among Streamline, Merger Sub and Scotty's. Scotty's is a Chicago-based Internet
retailer of groceries, personal care and household products and, as a subsidiary
of Streamline, is expected to continue providing unattended home delivery of
groceries and related products to customers in the Chicago area.
Pursuant to the Merger Agreement, on the date of the Merger, each share
of Scotty's common stock and convertible preferred stock (on an as converted
basis), issued and outstanding immediately prior to the closing of the Merger
automatically converted into .3984 shares of Streamline common stock, $0.01 par
value per share, except that Streamline will pay cash in lieu of issuing
fractional shares. As a result of the Merger, 3,710,456 shares of Streamline
common stock were issued to the former holders of Scotty's common stock and
convertible preferred stock. Additionally, outstanding warrants and options to
acquire Scotty's common stock were converted into warrants and options to
acquire a total of approximately 597,595 shares of Streamline common stock.
The recipients of the total merger consideration were the former
holders of capital stock, warrants and options of Scotty's, including former
directors and officers of Scotty's and other stockholders, none of whom had any
material relationship with Streamline or its affiliates to the best of
Streamline's knowledge, except for Nordstrom, Inc. which beneficially owned
43.1% of the outstanding capital stock of Scotty's immediately prior to the
Merger. Nordstrom, Inc. also beneficially owned 32.3% of Streamline's
outstanding common stock immediately prior to the Merger. J. Daniel Nordstrom,
Co-President of Nordstrom, Inc., is a director of Streamline and Darren Jackson,
Vice President of Strategic Planning of Nordstrom, Inc., was a director of
Scotty's.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Scotty's
The following financial statements of Scotty's are incorporated by reference to
pages F-27 through F-48 of Streamline's Proxy/Private Placement Memorandum dated
December 13, 1999, as filed with the Securities and Exchange Commission on
December 15, 1999.
- Consolidated Statements of Operations for the Years Ended December 31, 1996
(unaudited), 1997 and 1998 and the Nine Months Ended September 30, 1998 and
1999 (unaudited)
- Consolidated Balance Sheets at December 31, 1997, 1998 and September 30,
1999 (unaudited)
- Consolidated Statements of Stockholders' Equity (Deficit) for the Years
Ended December 31, 1996 (unaudited), 1997 and 1998 and the Nine Months
Ended September 30, 1999 (unaudited)
- Consolidated Statements of Cash Flows for the Years Ended December 31, 1996
(unaudited), 1997 and 1998 and the Nine Months Ended September 30, 1998 and
1999 (unaudited)
- Notes to Financial Statements
- Report of Independent Accountants
(b) Pro forma Financial Information
Pro forma financial information required by this item will be filed by amendment
to this initial report no later than 60 days after the date an initial report
must be filed with the Securities and Exchange Commission.
(c) Exhibits
Exhibit 23.1 Consent of Independent Public Accountants
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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/ Lauren A. Farrell
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Lauren A. Farrell
Vice President - Finance
Dated: January 19, 2000
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Exhibit 23-1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Streamline.com, Inc. Form S-8 (File No. 333-87123),
pertaining to the Amended and Restated 1993 Employee Option Plan, the Amended
and Restated 1993 Director Option Plan and the 1999 Employee Stock Purchase
Plan, of our report dated November 11, 1999, on our audits of the financial
statements of Beacon Home Direct, Inc. as of December 31, 1997 and 1998 and
for the years then ended incorporated by reference in this Form 8-K. It
should be noted that we have not audited any financial statements of Beacon
Home Direct, Inc. subsequent to December 31, 1998 or performed any audit
procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
Chicago, Illinois
January 19, 2000
