<PAGE>
UNITED STATES
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
December 17, 1999
- -------------------------------------------------------------------------------
Date of Report (Date of earliest event reported)
GENESIS DIRECT, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-24173 22-3449660
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification)
100 Plaza Drive, Secaucus, New Jersey 07094
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 867-2800
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
- -------
As previously disclosed in its Current Report on Form 8-K dated September
3, 1999, on August 19, 1999, Genesis Direct, Inc. and substantially all of its
subsidiaries (collectively, the "Debtors") filed petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. Sections 101 et
seq., in the United States Bankruptcy Court for the District of New Jersey
(the "Bankruptcy Court").
As previously disclosed on its Current Report on Form 8-K dated November
24, 1999 (the "November Current Report"), on November 5, 1999, CW Gifts LLC
("Carol Wright"), Genesis Direct, Inc. and Little Genesis, Inc., and Dr.
Leonard's Healthcare Corp. ( "Dr. Leonard's") entered into an Asset Purchase
Agreement pursuant to which Dr. Leonard's would
<PAGE>
acquire Carol Wright's customer and mailing lists, catalog artwork, service and
trademarks and 800 and 888 phone numbers (the "Carol Wright Assets"). The sale
of Carol Wright was approved by the Bankruptcy Court on December 7, 1999 and
the closing took place on December 17, 1999. The net cash proceeds of
approximately $3,800,000 from the closing were used by the Debtors to repay
amounts outstanding under the Debtors' secured revolving credit facility with
CIT/Business Credit, Inc. ("CIT"). In addition, the Debtors will receive a
royalty from sales by Dr. Leonard's of Carol Wright merchandise. The royalty is
projected to be payable in 2003 in the amount of approximately $2,200,000. The
Debtors have also filed a motion seeking the Bankruptcy Court's approval of the
sale by Carol Wright to B & J Partnership, Ltd. for $750,000 of its personal
property consisting of racking, automated tilt trays, furniture, fixtures,
office equipment and the telephone system located at Carol Wright's former
Lincoln, Nebraska facility.
As further reported in the November Current Report, the Bankruptcy Court
entered orders (the "Auction Orders") on November 10 and 17, 1999, respectively,
authorizing the sale at auction on December 14, 1999 (the "Auction Sale") of the
assets of the Debtors' Proteam.com and Voyager `s businesses (the "Proteam and
Voyager's Assets") and the assets and business of the The Edge Company Catalog
(the "Edge Assets"). The Carol Wright Assets, the Proteam and Voyager's
Assets and the Edge Assets constitute substantially all of the assets of the
Debtors and all of the Debtors' businesses.
The Auction Sale took place on December 14, 1999 and December 17, 1999.
At the Auction Sale, the highest and best offer for the Edge Assets was
received from GE Investment Private Placement Partners II, a limited partnership
("GEPPPII"). GEPPPII is a guarantor of the Debtors' indebtedness under its
secured revolving credit facility with CIT. The purchase price that GEPPPII
will pay for the Edge Assets will be $2,600,000 plus the assumption of up to
$400,000 of certain liabilities of the The Edge Company. At the Auction Sale,
the highest and best offer for the Proteam and Voyager's Assets also was
received from GEPPPII. The purchase price that GEPPPII bid for the Proteam and
Voyager's Assets was $7,700,000. All of these sales are expected to close in
January 2000.
Both the sale of the Edge Assets and the Proteam and Voyager's Assets are
subject to the satisfaction of various conditions, including the execution of
definitive asset purchase agreements and the entry of final orders of the
Bankruptcy Court approving the sales. Upon the closing of the sales of the Edge
Assets and the Proteam and Voyager's Assets, the Debtors will have no further
business operations.
The proceeds from the sale of the Carol Wright Assets and the anticipated
proceeds from the sales of the Edge Assets and the Proteam and Voyager's Assets
will be used to repay all amounts outstanding under the Debtors' secured
revolving credit facility and to pay the administrative expenses of the
Debtors' bankruptcy proceeding consisting primarily of professional fees and
expenses and accrued and unpaid post-petition expenses of the Debtors. Any
remaining proceeds from these sales will be used to pay any remaining
administrative expenses of the Debtors' bankruptcy proceeding and, to the
extent available, to fund payments to the Debtors' pre-petition unsecured
creditors. It is not anticipated that any amounts or other assets will be
available for the Debtors' shareholders in the bankruptcy proceeding. Nor is it
presently anticipated that any of the Debtors will emerge from the bankruptcy
proceeding as a reorganized entity. Accordingly, the shares of common stock of
Genesis Direct, Inc. no longer have any value.
<PAGE>
Registrant's press release dated December 30, 1999 is filed herewith as
Exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
20. Press release of Registrant dated December 30, 1999.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act as amended, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENESIS DIRECT, INC.
-----------------------
(Registrant)
By: /s/ Frederick Larcombe
----------------------------
Chief Financial Officer
Date: December 30, 1999
<PAGE>
EXHIBIT 20
GE PRIVATE PLACEMENT PARTNERS II TO ACQUIRE
-------------------------------------------
GENESIS DIRECT'S
----------------
PROTEAM.COM, THE VOYAGER'S COLLECTION, AND THE EDGE BUSINESSES
--------------------------------------------------------------
FOR IMMEDIATE RELEASE:
Secaucus, New Jersey (December 30, 1999) - Genesis Direct Inc. ("The Company")
today announced that its ProTeam.com, The Voyager's Collection and The Edge
Company Catalog businesses will be sold to GE Investment Private Placement
Partners II ("GEPPPII"), a private equity fund and the highest bidder at a
bankruptcy auction that took place at the United States Bankruptcy Court for the
District of New Jersey on December 14 and December 17, 1999.
Under the sale terms, GEPPPII will purchase the assets of ProTeam.com and
The Voyager's Collection for $7.7 million and the assets of The Edge Company
Catalog for $2.6 million plus the assumption of certain liabilities up to
$400,000. The transactions are expected to close in January 2000.
This follows Genesis Direct 's recent sale of certain assets of the
Company's Carol Wright catalog business to Dr. Leonard's Healthcare Corp. for
$3.8 million on December 7, 1999. In addition, the Debtors will receive a
royalty from sales by Dr. Leonard's of Carol Wright merchandise. The royalty is
projected to be payable in 2003 in the amount of approximately $2.2 million. The
assets sold consisted of customer and mailing lists, catalog artwork, service
and trademarks, and its 800 and 888 telephone numbers. Additionally, the Company
has requested approval of the Bankruptcy Court for the sale of Carol Wright's
warehouse and office equipment to B & J Partnership for $750,000. This
transaction is also expected to close in January 2000.
All of the above pending sales are subject to the satisfaction of various
conditions, including the execution of definitive asset purchase agreements and
the entry of final orders of the Bankruptcy Court.
The proceeds generated by these sales will be used to repay the Company's
secured credit facility, administrative expenses associated with the bankruptcy
filing, and, to the extent possible, fund payments to the Company's pre-petition
creditors. The Company does not anticipate that these sales will generate any
funds for distribution to its shareholders. With the sale of the remaining
businesses to GEPPPII, Genesis Direct will no longer have any ongoing business
operations.
<PAGE>
Complete descriptions of the various transactions are disclosed in the
Company's 8-K filing with the Securities and Exchange Commission.
# # #
CONTACT: SSA Public Relations
Los Angeles: Todd Beldner, Steve Syatt (818) 501-0700
New York: Kerri Tarmey (212) 679-4750
