<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 25, 1998
IBS INTERACTIVE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-24073 13-3817344
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
2 RIDGEDALE AVENUE, SUITE 350, CEDAR KNOLLS, NEW JERSEY 07927
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (973) 285-2600
================================================================================
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As announced in its press release of Monday, September 28, 1998, on
September 24, 1998, IBS Interactive, Inc. ("IBS") entered into a Membership
Interest Purchase Agreement with all of the members of DesignFX Interactive,
LLC, a Web-design, programming and hosting company located in Cherry Hill, New
Jersey, whereby IBS acquired all of the issued and outstanding membership
interests of DesignFX Interactive, LLC, in exchange for $1,251,000 (subject to
certain adjustments) of unregistered shares of IBS common stock, par value $.01
per share, valued by the parties at $6.25 per share. IBS intends to continue the
existing operations of DesignFX Interactive, LLC without any material changes.
The foregoing summary of the Membership Interest Purchase Agreement is
qualified in its entirety by reference to the Membership Interest Purchase
Agreement, a copy of which is attached hereto as an exhibit.
1
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
1. Audited financial statements of DesignFX Interactive, LLC as of
and for the year ended December 31, 1997, which includes the
following:
a. Balance Sheet;
b. Statement of Operations;
c. Statement of Members' Deficit;
d. Statement of Cash Flows; and
e. Notes to Financial Statements.
2. Unaudited condensed financial statements of DesignFX
Interactive, LLC as of September 30, 1998 and for the nine-month
periods ended September 30, 1997 and 1998, which includes the
following:
a. Condensed Balance Sheet;
b. Condensed Statement of Operations;
c. Condensed Statements of Cash Flows; and
d. Notes to the Unaudited Condensed Financial Statements.
2
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Management
DesignFX Interactive, LLC
We have audited the accompanying balance sheet of DesignFX Interactive, LLC as
of December 31, 1997, and the related statements of operations, members' deficit
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of DesignFX Interactive, LLC as of
December 31, 1997, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
BDO Seidman, LLP
Woodbridge, New Jersey
November 30, 1998
3
<PAGE>
DESIGNFX INTERACTIVE, LLC
BALANCE SHEET
- --------------------------------------------------------------------------------
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
ASSETS
CURRENT:
Cash $28,660
Accounts receivable (net of allowance for doubtful
accounts - $15,000) 78,971
Due from related party 22,492
Other current assets 4,987
- --------------------------------------------------------------------------------
Total current assets 135,110
Fixed assets, net 111,723
Other assets 9,570
- --------------------------------------------------------------------------------
Total assets $256,403
- --------------------------------------------------------------------------------
LIABILITIES AND MEMBERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $103,285
Accrued expenses 80,936
Note payable 174,613
Capital lease obligations - current 11,771
Note payable - related party 15,000
Customer deposits 81,784
- --------------------------------------------------------------------------------
Total current liabilities 467,389
Note payable long-term 200,000
Capital lease obligations - long-term 5,138
- --------------------------------------------------------------------------------
Total liabilities 672,527
Commitments and contingencies (Note 10)
Members' deficit (416,124)
- --------------------------------------------------------------------------------
Total liabilities and members' deficit $256,403
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
4
<PAGE>
DESIGNFX INTERACTIVE, LLC
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
Revenues $572,133
Cost of services 565,430
- --------------------------------------------------------------------------------
Gross profit 6,703
General and administrative expenses 603,191
Marketing expenses 247,596
- --------------------------------------------------------------------------------
Operating loss (844,084)
Other income, net 46,125
Interest expense (27,908)
- --------------------------------------------------------------------------------
Net loss $(825,867)
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
5
<PAGE>
DESIGNFX INTERACTIVE, LLC
STATEMENT OF MEMBERS' DEFICIT
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
Members' deficit, December 31, 1996 $(45,257)
Net loss (825,867)
Capital contributions 455,000
- --------------------------------------------------------------------------------
Members' deficit, December 31, 1997 $(416,124)
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
6
<PAGE>
DESIGNFX INTERACTIVE, LLC
STATEMENT OF CASH FLOWS
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(825,867)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 73,250
Changes in operating assets and liabilities:
Accounts receivable (55,119)
Due from related party 75,974
Other assets 14,219
Accounts payable (29,345)
Accrued expenses 80,936
Customer deposits 57,438
- --------------------------------------------------------------------------------
Net cash used in operating activities (608,514)
- --------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - property and equipment (94,121)
- --------------------------------------------------------------------------------
Net cash used in investing activities (94,121)
- --------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 374,613
Principal repayments on notes payable - related party (86,000)
Repayments of capital lease obligations (14,588)
Members' capital contributions 455,000
- --------------------------------------------------------------------------------
Net cash provided by financing activities 729,025
- --------------------------------------------------------------------------------
Net increase in cash 26,390
Cash, beginning of year 2,270
- --------------------------------------------------------------------------------
Cash, end of year $28,660
- --------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $18,000
- --------------------------------------------------------------------------------
Income taxes $ --
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
7
<PAGE>
DESIGNFX INTERACTIVE, LLC
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. ORGANIZATION AND NATURE DesignFX Interactive, LLC (the "Company") was
OF BUSINESS organized in April 1996 as a New Jersey Limited
Liability Company. The Company principally
develops and maintains web sites on the
Internet and world wide web for commercial
businesses.
2. SUMMARY OF SIGNIFICANT REVENUE RECOGNITION
ACCOUNTING POLICIES -------------------
Revenue is recognized as services are rendered to
clients.
INCOME TAXES
------------
The Company has elected and its owners, the
members, have consented, under the applicable
provisions of the Internal Revenue Code and
applicable state code, to report its income for
federal and state income tax purposes as a limited
liability corporation. Under those provisions, the
members individually receive the income tax
benefit of their respective share of the Company's
net loss. Accordingly, no benefit has been
recorded for federal and state income taxes in the
accompanying financial statements.
FINANCIAL INSTRUMENTS AND CONCENTRATIONS
----------------------------------------
Financial instruments which potentially subject
the Company to credit risk consist primarily of a
concentration of unsecured trade account
receivables.
The Company performs ongoing credit evaluations of
its customers and generally does not require
collateral on accounts receivable.
One customer generated 31% of the Company's
revenues for the year ended December 31, 1997.
FIXED ASSETS
------------
Fixed assets are stated at cost, reduced by a
reserve for accumulated depreciation. Depreciation
is provided under the straight line method based
upon the following useful lives:
--------------------------------------------------
Computer software 3 years
Equipment under capital lease 5 years
Office equipment and fixtures 5-7 years
--------------------------------------------------
8
<PAGE>
DESIGNFX INTERACTIVE, LLC
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
ESTIMATED FAIR VALUES OF FINANCIAL INSTRUMENTS
------------------------------------------------
The carrying values reported in the accompanying
balance sheet for accounts receivable, accounts
payable and notes payable approximate fair value
because of the short-term maturity and variable
interest rates of these financial instruments.
USE OF ESTIMATES
----------------
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the reported amounts
of assets and liabilities and disclosure of
contingent assets and liabilities at the date of
the financial statements and the reported amounts
of revenues and expenses during the reporting
period. Actual results could differ from these
estimates. Significant estimates used by the
Company include the useful lives ascribed to fixed
assets.
3. FIXED ASSETS Major classes of fixed assets, net, consist of the
following:
DECEMBER 31, 1997
--------------------------------------------------
Computer software $28,333
Equipment 119,159
Furniture and fixtures 30,054
--------------------------------------------------
177,546
Less: Accumulated depreciation and
amortization (65,823)
--------------------------------------------------
$111,723
--------------------------------------------------
Depreciation expense includes a loss of $23,474 in
the value of assets subject to capital leases. As
a result, the net book value of fixed assets
subject to capital leases was $0 at December 31,
1997.
Exclusive of this loss, depreciation and
amortization expense for the year ended December
31, 1997 amounted to $49,776.
9
<PAGE>
DESIGNFX INTERACTIVE, LLC
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
4. ACCRUED EXPENSES At December 31, 1997, accrued expenses was
comprised of the following:
--------------------------------------------------
Employee benefits $50,000
Accrued interest 10,125
Other 20,811
--------------------------------------------------
$80,936
--------------------------------------------------
Included in "Other income, net" in the
accompanying statement of operations is the effect
$(34,956) of a favorable settlement of a
previously accrued liability.
5. NOTE PAYABLE - The Company has a non-interest bearing demand note
RELATED PARTY with a Company stockholder. The face amount of the
demand note is $15,000 and the imputed interest
expense for the period that the note is expected
to be outstanding is not material.
6. NOTE PAYABLE - In March 1997, the Company entered into an
CURRENT agreement with a bank to develop and design the
software and hardware for the bank's sites on the
Internet and the worldwide web. Provisions of the
agreement provided for various advances to the
Company in order to provide working capital for
expenses incurred with the design and development
of such web sites. Terms of the agreement provide
for the advances to be repaid in twelve monthly
installments of principal and interest beginning
January 1, 1998, with interest accruing thereafter
from the original date of advance at an annual
rate of 9% interest. Obligations under this loan
totaled $174,613 at December 31, 1997.
7. NOTE PAYABLE - In July 1997, the Company borrowed $200,000 in
LONG-TERM principal from a financing institution. Repayment
terms provide for interest only payments through
January 1999, with interest based on 1% over the
lender's prime rate of interest (9 3/4% at
December 31, 1997). Remaining principal and unpaid
interest are due in monthly installments through
December 2001. The principal balance outstanding
under the loan totaled $200,000 at December 31,
1997.
10
<PAGE>
DESIGNFX INTERACTIVE, LLC
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Principal payments on the note payable are as
follows:
--------------------------------------------------
1998 $ --
1999 60,302
2000 66,463
2001 73,235
--------------------------------------------------
$200,000
--------------------------------------------------
8. CAPITAL LEASE In the normal course of operations, the Company
OBLIGATIONS entered into capital leases for various equipment.
The leases bear a weighted average implicit
interest rate of 21% per annum and terminate in
August of 2000. Ownership of the equipment then
reverts to the Company for nominal consideration.
Future minimum payments under capital lease
obligations with initial or remaining terms of one
year or more are as follows at December 31, 1997:
--------------------------------------------------
1998 $14,255
1999 3,744
2000 2,496
--------------------------------------------------
20,495
Less: Imputed interest (3,586)
--------------------------------------------------
Present value of net minimum lease
payments $16,909
--------------------------------------------------
9. RELATED-PARTY Cash contributed to the Company by members totaled
TRANSACTIONS $455,000 in the year ended December 31, 1997.
At December 31, 1997, the Company had advanced
$22,492 to an entity controlled by a member.
Salary expense to a company officer, who is also
an interestholder, totaled approximately $94,000
for the year ended December 31, 1997.
11
<PAGE>
DESIGNFX INTERACTIVE, LLC
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
10. SUBSEQUENT EVENT In September 1998, the members sold the Company's
membership interests to IBS Interactive, Inc.
("IBS") in exchange for 200,160 shares of IBS
common stock. The final determination of shares to
be issued is contingent upon the defined financial
position of the Company at closing.
12
<PAGE>
DESIGNFX INTERACTIVE, LLC
CONDENSED BALANCE SHEET
(UNAUDITED, IN THOUSANDS)
- --------------------------------------------------------------------------------
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
ASSETS
CURRENT:
Cash $38
Accounts receivable, net 241
Other current assets 41
- --------------------------------------------------------------------------------
Total current assets 320
Fixed assets, net 298
Other assets 18
- --------------------------------------------------------------------------------
Total assets $636
- --------------------------------------------------------------------------------
LIABILITIES AND MEMBERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $297
Notes payable and capital lease obligations 547
- --------------------------------------------------------------------------------
Total current liabilities 844
Long-term notes payable and capital lease obligations 134
- --------------------------------------------------------------------------------
Total liabilities 978
Members' deficit (342)
- --------------------------------------------------------------------------------
Total liabilities and members' deficit $636
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.
13
<PAGE>
DESIGNFX INTERACTIVE, LLC
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED, IN THOUSANDS)
- --------------------------------------------------------------------------------
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
1997 1998
---- ----
Revenues $ 384 $1,181
Cost of services 377 752
- --------------------------------------------------------------------------------
Gross profit 7 429
Selling, general and administrative expenses 596 371
Operating income (loss) (589) 58
- --------------------------------------------------------------------------------
Other expense, net (17) (16)
- --------------------------------------------------------------------------------
Net income (loss) $(606) $ 42
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.
14
<PAGE>
DESIGNFX INTERACTIVE, LLC
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
- --------------------------------------------------------------------------------
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
1997 1998
---- ----
Cash flows used in operating activities $ (456) $ (96)
Cash flows used in investing activities ( 70) (213)
Cash flows provided by financing activities 577 318
- --------------------------------------------------------------------------------
Net increase in cash 51 9
Cash at beginning of period 2 29
- --------------------------------------------------------------------------------
Cash at end of period $ 53 $ 38
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.
15
<PAGE>
DESIGNFX INTERACTIVE, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION The accompanying condensed financial statements as
of September 30, 1998 and for the nine months
ended September 30, 1997 and 1998 are unaudited
but, in the opinion of management of the Company,
contain all adjustments necessary to present
fairly the financial position at September 30,
1998, the results of operations for the nine
months ended September 30, 1997 and 1998, and cash
flows for the nine months ended September 30, 1997
and 1998. These adjustments are of a normal
recurring nature.
Certain information and footnote disclosures
normally included in financial statements that
have been prepared in accordance with generally
accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission although
management of the Company believes that the
disclosures contained in these financial
statements are adequate to make the information
presented therein not misleading. For further
information, refer to the Company's financial
statements and notes thereto for the year ended
December 31, 1997.
The results of operations for the nine months
ended September 30, 1998 are not necessarily
indicative of the results of operations to be
expected for the full fiscal year ending December
31, 1998.
2. BUSINESS COMBINATION In September 1998, the members sold the Company's
membership interests to IBS Interactive, Inc.
("IBS") in exchange for 200,160 shares of IBS
common stock. The final determination of shares to
be issued is contingent upon the defined financial
position of the Company at closing. No adjustments
arising from this business combination have been
reflected in the accompanying unaudited condensed
financial statements as of and for the nine months
ending September 30, 1998.
16
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION.
1. Pro forma unaudited financial information of IBS
Interactive, Inc., which includes the following:
a. Pro Forma Unaudited Condensed Statement of Operations
for the year ended December 31, 1997;
b. Pro Forma Unaudited Condensed Statement of Operations
for the year ended December 31, 1996; and
c. Notes to Pro Forma Unaudited Condensed Financial
Statements.
17
<PAGE>
IBS INTERACTIVE, INC.
PRO FORMA UNAUDITED CONDENSED FINANCIAL STATEMENTS
The accompanying pro forma unaudited condensed statement of operations for
the year ended December 31, 1997 is based upon the historical financial
statements of IBS, Entelechy, Inc. ("Entelechy") and DesignFX Interactive, LLC
("DesignFX"), adjusted to give effect to the business combinations of Entelechy
and DesignFX by IBS (accounted for as a purchase and pooling of interests,
respectively), as if such business combinations had occurred on January 1, 1997.
The accompanying pro forma unaudited condensed statement of operations for the
year ended December 31, 1996 is based upon the historical financial statements
of IBS and DesignFX, adjusted to give effect to the business combination
(accounted for as a pooling of interests), as if such business combination
occurred as of January 1, 1996. The pro forma unaudited condensed balance sheet
as of September 30, 1998 is not presented herein since such unaudited balance
sheet data is included in the Company's Form 10-Q for the period ended September
30, 1998. The pro forma unaudited condensed statements of operations are not
necessarily indicative of the results that would have been obtained if such
business combinations had occurred on the date indicated or for any future
period or date. The pro forma unaudited adjustments give effect to available
information and assumptions that IBS believes are reasonable. The pro forma
unaudited condensed financial information should be read in conjunction with the
historical financial statements of IBS, Entelechy and DesignFX and notes thereto
included in IBS's Prospectus dated May 14, 1998 and this Form 8-K/A (Amendment
No. 1).
18
<PAGE>
IBS INTERACTIVE, INC.
PRO FORMA UNAUDITED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
ENTELECHY
ELIMINATIONS
IBS ENTELECHY & ENTELECHY SUBTOTAL IBS DESIGNFX
HISTORICAL HISTORICAL ADJUSTMENTS & ENTELECY HISTORICAL PRO FORMA
<S> <C> <C> <C> <C> <C> <C>
Revenues............... $2,741,000 $366,000 $(42,000)(c) $3,065,000 $572,000 $3,637,000
Cost of services....... 1,099,000 299,000 (42,000)(c) 1,356,000 565,000 1,921,000
-----------------------------------------------------------------------------------------
Gross profit........... 1,642,000 67,000 -- 1,709,000 7,000 1,716,000
Selling, general and
administrative....... 1,296,000 115,000 -- 1,411,000 851,000 2,262,000
Amortization of
intangible assets.... 12,000 -- 156,000 (a) 168,000 -- 168,000
Compensation expense -
Entelechy............ -- -- 197,000 (b) 197,000 -- 197,000
-----------------------------------------------------------------------------------------
Operating income (loss) 334,000 (48,000) (353,000) (67,000) (844,000) (911,000)
Other income (expense),
net................. (52,000) (13,000) -- (65,000) 18,000 (47,000)
-----------------------------------------------------------------------------------------
Income (loss) before
income taxes........ 282,000 (61,000) (353,000) (132,000) (826,000) (958,000)
Income tax provision.. (84,000) -- -- (84,000) -- (84,000)
-----------------------------------------------------------------------------------------
Net income (loss)..... $ 198,000 $(61,000) $(353,000) $(216,000) $(826,000) $(1,042,000)
-----------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
IBS INTERACTIVE, INC.
PRO FORMA UNAUDITED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
IBS DESIGNFX
HISTORICAL HISTORICAL PRO FORMA
Revenues..................... $1,023,000 $ 177,000 $1,200,000
Cost of services............. 650,000 147,000 797,000
----------------------------------------------
Gross profit................. 373,000 30,000 403,000
Selling, general and
administrative............. 670,000 508,000 1,178,000
Amortization of intangible
assets..................... 1,000 -- 1,000
----------------------------------------------
Operating loss............... (298,000) (478,000) (776,000)
Other expense, net........... (12,000) (25,000) (37,000)
----------------------------------------------
Loss before income taxes..... (310,000) (503,000) (813,000)
Income tax benefit........... 59,000 -- 59,000
----------------------------------------------
Net loss..................... (251,000) (503,000) (754,000)
----------------------------------------------
20
<PAGE>
IBS INTERACTIVE, INC.
NOTES TO PRO FORMA UNAUDITED CONDENSED FINANCIAL STATEMENTS
There were no adjustments to the DesignFX business combination for the years
ended December 31, 1997 and 1996. Adjustments to reflect the Entelechy business
combination as if it had occurred as of January 1, 1997 are as follows:
(a) Amortization of intangible assets arising from the acquisition
amounting to $156,000; such amount is amortized over an estimated useful
life of five years.
(b) Recognition of compensation expense related to the issuance of
contingent shares of IBS common stock on the first anniversary date of the
acquisition. The issuance of such shares is contingent upon the former
Entelechy stockholders remaining in the employ of IBS.
(c) Elimination of transactions between IBS and Entelechy.
21
<PAGE>
(c) EXHIBITS.
The following exhibits are included as part of this Report:
2.1* Membership Interest Purchase Agreement, dated September 24,
1998, by and among IBS and Peter Bowman, Lawrence Rafkin,
Robert Gillespie, Steven Rotella, Steven Swartz, Joseph
Calabro, Febe Dwyer, Barbara Glass-Seran, Clifford Seran,
Stanley Lerner, Annette Monti, Christina Monti, Jack Monti,
Rogelio Valencia, Linda Valencia and Phyllis Wood.
99.1* Press release of IBS, dated September 28, 1998.
--------------------
* Previously filed.
22
<PAGE>
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.
IBS INTERACTIVE, INC.
By: /s/ Nicholas R. Loglisci, Jr.
Date: December 9, 1998 ---------------------------------------
Name: Nicholas R. Loglisci, Jr.
Title: President and Chief Executive
Officer
22
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1* Membership Interest Purchase Agreement, dated September 24,
1998, by and among IBS and Peter Bowman, Lawrence Rafkin,
Robert Gillespie, Steven Rotella, Steven Swartz, Joseph
Calabro, Febe Dwyer, Barbara Glass-Seran, Clifford Seran,
Stanley Lerner, Annette Monti, Christina Monti, Jack Monti,
Rogelio Valencia, Linda Valencia and Phyllis Wood.
99.1* Press Release of IBS, dated September 28, 1998.
- --------------------
* Previously filed.
