Filed by IBS Interactive, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: I. I. Holding Company, Inc.
Commission File No. 0-24073
Investors and security holders of the Company 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.
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THE FOLLOWING IS AN ARTICLE POSTED ON THE WEBSITE OF CROSS ATLANTIC PARTNERS
CONCERNING THE PROPOSED MERGERS INVOLVING IBS INTERACTIVE, INC., INFONAUTICS,
INC. AND FIRST AVENUE VENTURES, INC.
July 31, 2000
Cross Atlantic Technology Fund and The Co-Investment 2000 Fund Announce New
Investment and Creation of Digital Fusion
Merger of First Avenue Ventures, Infonautics, and IBS Interactive
Radnor, PA - Cross Atlantic Technology Fund, L.P. (XATF), a $120 million venture
fund, and The Co-Investment 2000 Fund, L.P. (CI 2000), a $150 million venture
fund, announce the closing of an investment in First Avenue Ventures (FAV) and
the subsequent merger of FAV, Infonautics (Nasdaq: INFO), and IBS Interactive,
Inc. (Nasdaq: IBSX) into Digital Fusion. XATF and CI2000 are the lead investors
in FAV. Rich Masterson, founder and former President of US Interactive (Nasdaq:
USIT) and CEO of FAV, will become Chairman and CEO of the new company. Glenn
Rieger, President of Cross Atlantic Capital Partners and Managing Director of
XATF and CI2000, will also sit on the Board of Directors. Digital Fusion joins
XATF's portfolio of nineteen investments completed since the fund's official
launch in September 1999. XATF concentrates on investments in information
technology companies in the United States, Ireland, and United Kingdom. CI2000
manages the Pennsylvania Public School Employees' Retirement System's (PSERS)
co-investment rights in investments made by venture funds in which PSERS has an
interest.
At launch, Digital Fusion will have an established portfolio of Internet
properties, a proven Internet professional services organization, and several
global strategic partners. The company will have 400 employees and offices in 11
cities. Digital Fusion will create a "Venture Technology" organization focusing
on developing new technology initiatives with global potential. Beyond its
current IT professional services business, the company's technology
knowledgebase, management expertise, and international business network will
provide an unmatched infrastructure for business development. Infonautics has
already proven highly successful with Electric Library, Big Chalk, and Half.com
and IBS has a proven track record of creating technology solutions for blue chip
clients in many industries.
"We are very excited about the opportunities for Digital Fusion. Given our
portfolio of investments in London, Dublin, Auckland, and New York, we can see a
huge opportunity for US-based technology companies expanding internationally as
well as foreign companies entering the US market," said Glenn Rieger of Cross
Atlantic. "The management, technology, and product development expertise that
Digital Fusion brings to the table makes it uniquely positioned to provide
greater value to early-stage startup organizations, incubators, and venture
capitalists. Digital Fusion's access to a global economic network will be vital
to the success of developing businesses. Having worked closely with Rich
Masterson during the formation and growth of US Interactive, I am confident this
new company has the experience and resources required to compete in the new
economy. Nick Loglisci of IBS and Van Morris of Infonautics complete a
top-notch, proven management team with entrepreneurial spirit and public company
discipline."
<PAGE>
"Cross Atlantic is much more than just a financial partner; they are our
strategic partner as well," says Rich Masterson. "My longstanding relationship
with Cross Atlantic and its principals has resulted in a history of success, and
we are privileged to have them as our partner in this venture. Digital Fusion's
global vision for technology firms marries well with Cross Atlantic's
international focus. The start-up phase is only one step in the development life
cycle of a company. Providing strong strategic partners along the way greatly
improves the chances of long-term success for a business; Cross Atlantic is the
first of several key partnerships we plan to establish."
About Cross Atlantic Capital Partners
Cross Atlantic Capital Partners (XACP) is a venture capital management firm
operating several venture funds, including the XATF and The Co-Investment 2000
Fund L.P. XACP is uniquely qualified to penetrate venture markets and promote
the growth of its portfolio companies due to its "Cross Atlantic Network" of
advisors, strategic relationships, geographic presence, and experienced
professionals. XATF, with offices in United States, Ireland, and England,
targets investments in innovative technology companies in all three countries.
For more on XACP and its funds, please see www.xacp.com.
About Infonautics
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 Center sites featuring Company Sleuth, Sports
Sleuth, Job Sleuth, Entertainment Sleuth, Shopping Sleuth, and Mobile 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
kind on the Internet, and is one of the largest paid subscription sites on the
web, with more than 100,000 paying subscribers. Infonautics was founded in
November 1992, and is headquartered in Wayne, Pa.
About IBS Interactive
IBS Interactive, Inc. (Nasdaq: IBSX) 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. Website hosting services include shared and
co-location hosting. Internet access services include dedicated lease lines,
dial-up, and digital subscriber line (DSL) Internet access.
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