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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): February 22, 2000
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VerticalNet, Inc.
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(Exact name of registrant specified in Charter)
Pennsylvania 000-25269 23-2815834
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
700 Dresher Road
Horsham, PA 19044
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: 215-328-6100
(Former name and former address, if changed since last report)
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Item 5. Other Events
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On February 22, 2000, VerticalNet, Inc. ("VerticalNet") announced that its
wholly-owned subsidiary, NECX.com LLC, has entered into a definitive agreement
to acquire R.W. Electronics, Inc. VerticalNet and certain affiliates of R.W.
Electronics, Inc. are also parties to the definitive agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
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Exhibit No. Description of Document
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99.1 Press Release dated February 22, 2000
[Remainder of page intentionally left blank]
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SIGNATURE
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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.
VERTICALNET, INC.
Date: February 22, 2000 By: /s/ Gene S. Godick
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Gene S. Godick
Senior Vice President, Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF DOCUMENT
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99.1 Press Release dated February 22, 2000
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EXHIBIT 99.1
NECX.com Acquires Real World Electronics; VerticalNet Subsidiary NECX Continues
To Expand Leading Global Electronics Exchange
PEABODY, Mass.--(BUSINESS WIRE)--Feb. 22, 2000--NECX.com LLC, one of the world's
leading electronics industry marketplaces and a wholly-owned subsidiary of
VerticalNet, Inc., Horsham, PA (NASDAQ: VERT), today announced that it has
signed a definitive agreement to acquire R.W. Electronics, Inc. (Real World
Electronics), a privately held electronics exchange based in Andover, MA. NECX,
with 18,000 trading partners globally and access to an online inventory of more
than three million products (SKUs), will combine resources with Real World
Electronics to expand the Internet's first large-scale open market trading
community for engineers and purchasing professionals in the electronics and high
technology industry.
Real World provides spot and open market services, as well as Real World
Solutions including predictive end-of-life inventory management and custom
purchasing programs. The company has more than 8,500 trading partners. Real
World, with 60 employees, will be integrated into the NECX Global Electronics
Exchange, a hybrid clicks and mortar business that integrates online and offline
market making with end-to-end supply chain solutions.
"This acquisition creates greater liquidity and economies of scale for
businesses in our 14 electronics and high technology vertical communities," said
Mark Walsh, President and CEO of VerticalNet(R), the Internet's leading
portfolio of industrial trading communities.
Larry Marshall, President of NECX, said, "The acquisition of Real World
Electronics adds capacity to the Global Electronics Exchange and demonstrates
our ongoing commitment to building out a world class Internet enabled trading
exchange for solving inventory management and procurement challenges in the
electronics and high technology industry. The timing of this event is optimal
since we will be integrating Real World's business into our newly announced
exchange platform that we are rolling out with Computer Sciences Corporation. We
welcome Real World into the NECX and VerticalNet communities of commerce."
"This combination creates a unique entity in the industry today where we can
offer our customers a total solution in the electronics markets," said Peter
LeSaffre, President and CEO of Real World Electronics. "This is a great business
model that brings our customers the full power of global sourcing, procurement
and inventory management with the speed and convenience of the Internet."
About Real World Electronics
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Founded in 1981 and headquartered in Andover, MA, with operations in the U.S.,
Korea and Japan, Real World (www.rwelectronics.com), provides products and
innovative services to help companies manage the complex and growing burden of
electronics procurement. Working directly with some of the world's largest OEMs,
CEMs, Telecommunications Manufacturers and Systems Integrators, Real World
offers products in five commodity categories: CPUs, memory, semiconductors,
passives and storage devices.
About NECX
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NECX.com (www.necx.com), a wholly-owned subsidiary of VerticalNet, Inc.,
operates the Global Electronics Exchange, a leading global B2B open market
exchange for electronics hardware. NECX provides a high degree of market
liquidity by aggregating supply and demand from thousands of component, original
equipment and contract manufacturers; as well as distributors and resellers. The
Exchange provides comprehensive services such as procurement and inventory
management, trading, financial settlement, as well as global logistics and
quality assurance. NECX is headquartered in Peabody, MA, USA. NECX operates its
Asia-Pacific business from Singapore and its European operations from Galway,
Ireland and Stockholm, Sweden.
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About VerticalNet, Inc.
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VerticalNet, Inc. (www.verticalnet.com), owns and operates 55 industry-specific
Web sites designed as online business-to-business communities, known as vertical
trade communities. These vertical trade communities provide users with
comprehensive sources of information, interaction and e-commerce. They are
grouped into the following industry sectors: ADVANCED TECHNOLOGIES,
COMMUNICATIONS, ENVIRONMENTAL, FOOD AND PACKAGING, FOODSERVICE AND HOSPITALITY,
HEALTHCARE/SCIENCE, MANUFACTURING AND METALS, PROCESS, PUBLIC SECTOR, SERVICE,
TEXTILES AND APPAREL.
Additionally, VerticalNet provides auctions, catalogs, bookstores, career
services and other e-commerce capabilities horizontally across its communities
with sites like Industry Deals.com, IT CareerHub.com, LabX.com, Professional
Store.com. VerticalNet's NECX Exchange provides an exchange for the electronic
components industry.
This announcement contains forward-looking statements that involve risks and
uncertainties, including statements relating to (i) the ability of the
acquisition to create greater liquidity and economies of scale, (ii) the
expectation that the model will bring customers the full power of global
sourcing, procurement and inventory management with the speed and convenience of
the Internet, (iii) the belief that the acquisition will be integrated into, and
add capacity to, the Global Electronic Exchange, (iv) the intent to roll Real
World's business into NECX's exchange platform as well as (v) statements that
are preceded by, followed by or include the words "believes," "plans,"
"intends," "expects," "anticipates," or similar expressions. For such
statements, VerticalNet claims the protection of the safe harbor for forward-
looking statements contained in the Private Securities Litigation Reform Act of
1995. Actual results may differ materially from the results predicted, and
reported results should not be considered as an indication of future
performance. Factors that could cause actual results to differ from those
contained in the forward-looking statements include VerticalNet and NECX's
ability to complete and close the acquisition, the difficulty in assimilating
Real World's operations and workforce, demand for the combined entity's
products/services, the increasingly competitive and constantly changing
environment for the products/services offered by NECX and Real World, potential
technology integration issues involved in folding Real World's business into
NECX's exchange platform, as well as those factors set forth in the Company's
Annual Report on Form 10-K for the period ended December 31, 1998 and the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1999, both of which have been filed with the SEC.
VerticalNet is the registered trademark of VerticalNet, Inc. All other names are
trademarks and/or registered trademarks of their respective owners.
CONTACT: NECX.com, LLC
David L. Kaupp
978/538-8000
[email protected]
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or
Real World Electronics
John S. Irving
978/475-1303
[email protected]
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or
Schwartz Communications, Inc.
Lisa Beyer
781/684-0770
[email protected]
or
VerticalNet, Inc.
Muriel Lange, Director Investor Relations
215/315-3367
[email protected]
