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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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FORM 8-K/A
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
The unaudited pro forma combining statements of operations combine
Streamline's and Scotty's historical consolidated statements of operations
for each of the three years in the period ended December 31, 1998 giving
effect to the merger on a pooling of interests basis as if it had occurred at
the beginning of each period presented. The unaudited pro forma combining
balance sheet combines Streamline's historical consolidated balance sheet as
of October 2, 1999 with Scotty's historical balance sheet as of September 30,
1999, giving effect to the merger as if it had occurred on October 2, 1999.
The historical financial information of Streamline has been derived from the
audited consolidated financial statements for each of the three years in the
period ended December 31, 1998 which are all included in the prospectus filed
by Streamline with the Securities and Exchange Commission on June 18, 1999,
and should be read in conjunction with such financial statements and the
notes thereto. The historical financial information of Scotty's has been
derived from the audited financial statements for each of the two years in
the period ended December 31, 1998, which are in the proxy statement/private
placement memorandum filed by Streamline with the Securities and Exchange
Commission on December 15, 1999 and should be read in conjunction with such
financial statements and notes thereto. The historical financial information
of Scotty's has been derived from unaudited financial statements for the year
ended December 31, 1996, which are in the proxy statement/private placement
memorandum filed by Streamline with the Securities and Exchange Commission on
December 15, 1999 and should be read in conjunction with such financial
statements and notes thereto. The pro forma information is not necessarily
indicative of the combined consolidated operating results or financial
position that would have occurred had the merger been consummated at the
beginning of the periods presented, nor is it necessarily indicative of
future combined operating results or financial position.
The following pro forma financial information are incorporated by reference
to pages 72 through 78 of Streamline's Proxy/Private Placement Memorandum
dated December 13, 1999, as filed with the Securities and Exchange Commission
on December 15, 1999.
- Streamline and Scotty's Unaudited Pro Forma Combining Balance
Sheets at October 2, 1999
- Streamline and Scotty's Unaudited Pro Forma Combining Statements of
Operations for the Year Ended December 31, 1996
- Streamline and Scotty's Unaudited Pro Forma Combining Statements of
Operations for the Year Ended December 31, 1997
- Streamline and Scotty's Unaudited Pro Forma Combining Statements of
Operations for the Year Ended December 31, 1998
- Streamline and Scotty's Unaudited Pro Forma Combining Statements of
Operations for the Nine Months Ended September 30, 1998
- Streamline and Scotty's Unaudited Pro Forma Combining Statements of
Operations for the Nine Months Ended October 2, 1999 and September
30, 1999
- Notes to Unaudited Pro Forma Combining Financial Statements (except
Note 4)
(c) Exhibits
Exhibit 23.1 Consent of Independent Public Accountants (previously filed as
an exhibit to Streamline's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on January 20, 2000)
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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: February 10, 2000
