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As filed with the Securities and Exchange Commission on May 11, 1999
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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): April 23, 1999
GENESIS DIRECT, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-24173 22-3449666
(Commission File Number) (I.R.S. Employer Identification No.)
100 Plaza Drive, Secaucus, NJ 07094
(Address of Principal Executive Offices) (Zip Code)
(201) 867-2800
(Registrant's Telephone Number, Including Area Code)
With a copy to:
Ira A. Greenstein, Esq.
Morrison & Foerster llp
1290 Avenue of the Americas
New York, NY 10104
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Item 5. OTHER EVENTS.
On April 23, 1999, the Genesis Direct Memphis Operations, LLC and Genesis
Direct Memphis Services, LLC (each a subsidiary of the Registrant), the
Registrant and Toysrus.com, LLC ("Buyer") entered into a Purchase Agreement
providing for the acquisition by Buyer of certain assets and liabilities of the
Sellers relating to Sellers' distribution center located in Memphis, Tennessee,
for a purchase price of $30,000,000 payable in cash. The acquisition is subject
to certain conditions, including the expiration or early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended. Upon consummation of the acquisition, the Registrant and the Buyer
will enter into a Fulfillment Services Agreement pursuant to which the Buyer
will provide fulfillment services for Registrant's business.
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SIGNATURES
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.
GENESIS DIRECT, INC.
Date: May 11, 1999 By: /s/ Warren Struhl
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Warren Struhl
Chairman of the Board of Directors,
President and Chief Executive Officer
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