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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
(AMENDMENT NO. ___)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 30, 2000
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
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ITEM 5. OTHER EVENTS.
On July 30, 2000, IBS Interactive, Inc. ("IBS") entered
into an Agreement and Plan of Reorganization (the "Reorganization Agreement")
with Infonautics, Inc., ("Infonautics"), First Avenue Ventures, Inc. ("First
Avenue"), I. I. Holding Company, Inc., I. I. Merger Sub I, Inc., I. I.
Merger Sub II, Inc. and I. I. Mergersub III, Inc. The Reorganization Agreement
provides for a business combination to be accomplished by the formation of a
holding company and the merger of subsidiaries of the holdong company with and
into IBS, Infonautics and First Avenue so that, after completion of the business
combination, IBS, Infonautics and First Avenue will be wholly-owned subsidiaries
of the new holding company, initially named I. I. Holding Company, Inc. and
which will be renamed Digital Fusion, Inc.
In the business combination, stockholders of IBS and shareholders of
Infonautics would receive one share of the common stock of Digital Fusion for
each share of common stock of IBS or Infonautics that they own. Following
completion of the business combination, stockholders of IBS would hold common
stock of Digital Fusion representing approximately 34% of the outstanding common
stock of Digital Fusion on a fully diluted basis; shareholders of Infonautics
would hold common stock of Digital Fusion representing approximately 61% of the
outstanding common stock of Digital Fusion on a fully diluted basis, and
stockholders of First Avenue would hold common stock and preferred stock of
Digital Fusion on a fully diluted basis.
Consummation of the business combination is subject to a number
of conditions, including approval of the stockholders of IBS and the
shareholders of Infonautics.
A copy of the Reorganization Agreement is attached to this Current
Report as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
The following exhibits are included as part of this report:
(2.1) Agreement and Plan of Reorganization, dated as of July
30, 2000, by and among I. I. Holding Company, Inc., IBS
Interactive, Inc., I. I. Merger Sub I, Inc.,
Infonautics, Inc., I. I. Merger Sub II, Inc., First
Avenue Ventures, Inc. and I. I. Merger Sub III, Inc.
(99) Joint Press Release of IBS Interactive, Inc.,
Infonautics, Inc. and First Avenue Ventures, Inc.,
dated July 31, 2000.
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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.
IBS INTERACTIVE, INC.
(Registrant)
Date: August 3, 2000 By: /s/ Howard Johnson
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Name: Howard Johnson
Title: Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are included as part of this Report:
2.1 Agreement and Plan of Reorganization, dated as of July
30, 2000, by and among I. I. Holding Company, Inc., IBS
Interactive, Inc., I. I. Merger Sub I, Inc.,
Infonautics, Inc., I. I. Merger Sub II, Inc., First
Avenue Ventures, Inc. and I. I. Merger Sub III, Inc.
99 Joint Press Release of IBS Interactive, Inc.,
Infonautics, Inc. and First Avenue Ventures, Inc.,
dated July 31, 2000.
