Filed by IBS Interactive, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: IBS Interactive, Inc.
Commission File No. 333-46762
Digital Fusion, Inc., together with IBS Interactive, Inc. and Infonautics, Inc.,
filed with the Securities and Exchange Commission a preliminary joint proxy
statement/prospectus regarding the proposed business combination transaction
referenced in the following information. In addition, Digital Fusion, Inc., IBS
Interactive, Inc. and Infonautics, Inc. will prepare and file with the
Commission a definitive joint proxy statement/prospectus and other documents
regarding the proposed transaction. Investors and security holders are urged to
read the definitive joint proxy statement/prospectus, when it becomes available,
because it will contain important information. The definitive joint proxy
statement/prospectus will be sent to stockholders of IBS Interactive, Inc. and
Infonautics, Inc., seeking their approval of the propsed transaction. Investors
and security holders may obtain a free copy of the definitive joint proxy
statement/prospectus (when it is available) and other documents filed with the
Commission by Digital Fusion, Inc. and IBS Interactive, Inc. (as well as
Infonautics, Inc.) at the Commission's web site at www.sec.gov. The definitive
joint proxy statement/prospectus and other documents filed by IBS Interactive,
Inc. with the Commission may also be obtained for free from IBS Interactive,
Inc. by directing such request to Chief Financial Officer, IBS Interactive,
Inc., 2 Ridgedale Avenue, Suite 350, Cedar Knolls, NJ 07927.
The following communication contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. These
forward-looking statements may include statements regarding, for example,
failure of the IBS Interactive, Inc., Infonautics, Inc. or First Avenue
stockholders to approve the merger, completion of the transactions related to
it, the risk that the IBS Interactive, Inc., Infonautics, Inc. and First Avenue
business will not be integrated successfully, costs related to the transaction,
inability to further develop and achieve commercial success for the combined
companies' business strategy, the number of registered users and reach of each
company's web sites, the value of any holdings by the companies, the tax and
accounting treatment of the merger and related transactions, the closing of the
transaction, and the deployment of each company's respective resources following
the merger. Such statements are based on management's current expectations and
are subject to a number of uncertainties and risks that could cause actual
results to differ materially from those described in the forward-looking
statements. More information about potential factors which could affect Digital
Fusion, Inc., IBS Interactive, Inc. and Infonautics, Inc. is included in the
Risk Factors sections of such company's respective filings with the Securities
and Exchange Commission. All forward-looking statements included in this
document are based on information available to IBS Interactive, Inc. as of the
date of this document, and IBS Interactive, Inc. assumes no obligation to update
such forward-looking statements.
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY IBS INTERACTIVE, INC. ON
OCTOBER 25, 2000
FOR IMMEDIATE RELEASE
IBS INTERACTIVE NAMES NEW PRESIDENT
CHIEF OPERATING OFFICER ROY E. CRIPPEN, III ASSUMES ADDITIONAL ROLE
Cedar Knolls, NJ - October 25, 2000 -- IBS Interactive, Inc. (Nasdaq: IBSX), an
e-Business and IT professional services provider, today announced that it had
named Chief Operating Officer and director Roy E. Crippen, III to be President
of the Company, replacing Nick Loglisci, Jr. Mr. Loglisci will remain Chairman
and Chief Executive Officer of the Company.
Mr. Crippen became Chief Operating Officer and a member of the Board of
Directors of IBS Interactive in March 2000 through the acquisition of digital
fusion, inc., a Tampa-headquartered Internet consulting firm he co-founded in
March 1999. Prior to founding digital fusion, Mr. Crippen was the Executive Vice
President and Vice Chairman of PowerCerv Technologies Corporation, an enterprise
software company he co-founded and helped take public in 1996. Between 1992 and
March 1999, Mr. Crippen held several positions with PowerCerv, including Chief
Operating Officer and Chief Technology Officer. In 1996, Mr. Crippen was
co-recipient of the Ernst & Young/USA Today/NASDAQ Florida Entrepreneur of the
Year Award in the technology division.
"We are pleased with the leadership Roy has provided IBS Interactive since he
joined the company in March, and believe he will do great job in his additional
role as President," said Mr. Loglisci. "This promotion is the logical first step
to Roy assuming his role as President of Digital Fusion Services after the
completion of our pending merger with Infonautics, Inc. (NASDAQ: INFO) and First
Avenue Ventures, Inc. to form Digital Fusion, Inc."
Mr. Loglisci, as IBS Interactive's Chairman and Chief Executive Officer, will
dedicate his attention to leading the company's strategy and growth initiatives
going forward.
"Prior to shareholder approval of the pending merger, my attention will be
focused on making the company more efficient and profitable while maintaining
our commitment to provide our customers with the highest quality services," said
Mr. Crippen. "This is a new beginning for IBS," he added, "one where we execute
steadfastly on a plan to reach our intended goal of generating positive cash
flows in the near future."
ABOUT IBS INTERACTIVE
IBS Interactive provides single source e-Business and information technology
(IT) solutions to businesses and public sector institutions in the Eastern and
Midwestern United States. Professional services include programming and
applications development, network services, consulting and training. Web-site
hosting services include shared and co-location hosting. Internet access
services include dedicated leased lines and digital subscriber line (DSL)
Internet access. Recent news releases and other information are on IBS
Interactive's web site at http://www.interactive.net.
ABOUT DIGITAL FUSION, INC.
Digital Fusion, Inc. is a new company to be formed from the three-way strategic
combination of Infonautics, Inc. (NASDAQ: INFO), IBS Interactive, Inc. (NASDAQ:
IBSX) and First Avenue Ventures, Inc. Digital Fusion's business objective is to
create, acquire, fund, develop, operate and integrate a network of Internet
focused technology companies. Digital Fusion also intends to continue the
businesses currrently operated by IBS Interactive, Infonautics, and First
Avenue. Upon approval by shareholders of Infonautics and IBS Interactive and the
completion of the combination, the new company will have a successful
professional services track record among blue chip clients, an established
operating portfolio of Internet properties and a partnership with a global
venture capital firm. Recent news releases and other information are on Digital
Fusion's web site at http://www.digitalfusion.com.
ABOUT INFONAUTICS, INC.
Infonautics, Inc. (NASDAQ: INFO) is a pioneering provider of personalized
information agents and Internet sites. The Infonautics Network of Web properties
includes the award-winning Sleuth sites such as Company Sleuth, Sports Sleuth,
Job Sleuth and Entertainment Sleuth. The Infonautics Network also includes
Search and Reference Media sites consisting of Electric Library, eLibrary
Tracker, Encyclopedia.com and NewsDirectory.com. The Electric Library site was
the first reference site of its type on the Internet, and is one of the largest
paid subscription sites on the Web, with approximately 100,000 paying
subscribers. Infonautics was founded in 1992 and is headquartered in King of
Prussia, PA. Recent news releases and other information are on Infonautics' web
site at http://www.infonautics.com.
ABOUT FIRST AVENUE VENTURES, INC.
First Avenue Ventures, Inc. is a private equity and management consulting firm.
First Avenue, in part through Cross Atlantic Capital Partners, a venture capital
firm that manages First Avenue's two largest stockholders, has developed a
network of strategic relationships with technology companies operating in the
United States, Ireland, the United Kingdom, Australia, and New Zealand.
CERTAIN OF THE ABOVE STATEMENTS CONTAINED IN THIS PRESS RELEASE ARE
FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES.
SUCH FORWARD-LOOKING STATEMENTS ARE WITHIN THE MEANINGS OF THAT TERM IN SECTION
27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY INCLUDE THE FOLLOWING: BUSINESS CONDITIONS AND GROWTH IN THE
E-BUSINESS AND IT PROFESSIONAL SERVICES INDUSTRY AND GENERAL ECONOMY;
COMPETITIVE FACTORS; RISKS DUE TO SHIFTS IN MARKET DEMAND; CHANGES IN SERVICE
MIX; AND THE RISK FACTORS LISTED FROM TIME TO TIME IN THE COMPANY'S REPORTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AS WELL AS ASSUMPTIONS
REGARDING THE FOREGOING. THE WORDS "BELIEVE", "ESTIMATE", "INTEND",
"ANTICIPATE", AND SIMILAR EXPRESSIONS AND VARIATIONS THEREOF IDENTIFY CERTAIN OF
SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATES ON WHICH THEY
WERE MADE. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS, OR OTHERWISE. READERS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
INDICATED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS.
INFONAUTICS IS A REGISTERED TRADEMARK OF INFONAUTICS, INC. OR ITS SUBSIDIARIES.
COMPANY SLEUTH, SPORTS SLEUTH, JOB SLEUTH, SHOPPING SLEUTH, ENTERTAINMENT
SLEUTH, SLEUTH CENTER, MOBILE SLEUTH, ENCYCLOPEDIA.COM, AND NEWSDIRECTORY.COM
ARE TRADEMARKS OF INFONAUTICS, INC. OR ITS SUBSIDIARIES.
ALL OTHER TRADEMARKS AND SERVICE MARKS ARE THE PROPERTIES OF THEIR RESPECTIVE
OWNERS.
MEDIA CONTACT:
JHD ENTERPRISES
JIM DELORENZO, 610-396-3450
[email protected]
