Filed by IBS Interactive, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: IBS Interactive, Inc. and Infonautics, Inc.
Commission File No. 0-24073
Investors and security holders of IBS Interactive, Inc. are advised to
read the joint proxy statement/prospectus regarding the business combination
transaction referenced in the following information when it becomes available
because it will contain important information. The joint proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by IBS Interactive, Inc. and Infonautics, Inc. Investors and security holders
may obtain a free copy of the joint proxy statement/prospectus (when available)
and other documents filed by Infonautics, Inc. at the Commission's web site at
www.sec.gov. The joint proxy statement/prospectus and such other documents may
also be obtained 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. or Infonautics, Inc. 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 the
either IBS Interactive, Inc. or Infonautics, Inc. financial results 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 each such company as of the
date of this document, and neither company assumes any obligation to update such
forward- looking statements.
THE FOLLOWING IS a PRESS RELEASE DISSEMINATED BY IBS INTERACTIVE, INC. ON
AUGUST 8, 2000:
IBS Interactive to Sell Consumer Dial-Up Business
To EarthLink, Inc.
- Divestiture Furthers IBS Interactive's Evolution Into
e-Business Solutions Provider -
IBS Interactive, Inc. (Nasdaq: IBSX), an e-Business and IT solutions
provider (the "Company"), and EarthLink, Inc. (Nasdaq: ELNK; "EarthLink") today
announced that EarthLink has agreed to purchase the Company's consumer dial-up
business. Under the terms of the agreement, IBS Interactive will receive cash
based upon final determination of the total number of subscribers who remain
with EarthLink. The Company expects to use proceeds from the sale primarily to
pay off bank debt assumed in its March 2000 acquisition of digital fusion, inc.
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"The divestiture of our consumer dial-up business is the last piece of
our strategic plan we began in late 1999 to concentrate entirely on IBS
Interactive's higher-margin, consultative e-business services," said Nick
Loglisci, chief executive officer of IBS Interactive. "We have taken this step
in anticipation of the pending merger with Infonautics and First Avenue Ventures
whereby IBS Interactive will contribute its e-business services expertise to the
combined company's suite of services."
Due to the writeoff of goodwill associated with this business segment,
and the accrual of severance and other expenses associated with the
discontinuation of the business, the Company expects to report a loss on the
sale in its second quarter financial statements. It will also report its
consumer dial up business as a discontinued operation. The ultimate amount of
the loss will depend upon a number of factors including the ultimate proceeds
received. The final proceeds of the sale are expected to be determined in the
fourth quarter.
"EarthLink is pleased to welcome IBS Interactive's members to our
family," said Cliff Bryant, manager of subscriber acquisitions for EarthLink.
"We have a long history of integrating subscriber bases with a minimum of
hassles for the customer and we look forward to exceeding these new EarthLink
members' expectations."
"Our dial-up customers have been very loyal to us and we believe that
EarthLink, which has built its reputation on providing exceptional customer
service and support, will quickly gain the same loyalty. We will continue to
work closely with EarthLink to ensure the transition goes as smoothly as
possible, without any interruptions and a minimum of changes for our
subscribers," concluded Mr. Loglisci.
About IBS Interactive
IBS Interactive provides comprehensive e-Business and information
technology (IT) solutions to businesses and organizations. 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 lease lines, and digital subscriber
line (DSL) Internet access. IBS Interactive's web address is:
http://www.interactive.net
About EarthLink
EarthLink is one of the world's leading Internet service providers,
bringing the magic of the Internet to approximately 3.7 million individuals and
businesses every day. In June 2000, the company announced plans to acquire
Reston, Va.-based OneMain.com, a move that will extend EarthLink's host of
award-winning services into rural America and smaller metropolitan areas across
the United States. Headquartered in Atlanta, EarthLink provides a full range of
innovative access, hosting, and e-commerce solutions to thousands of communities
internationally from more than 5,000 points of presence. EarthLink is committed
to doing an exceptional job of pleasing its customers, shareholders, and the
community by following the company's Core Values and Beliefs. Information about
EarthLink and EarthLink Sprint services is available by calling 1-800-395-8425
and through EarthLink's Web site at www.earthlink.net.
