<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
JUNE 20, 1999
INTERNATIONAL INTEGRATION INCORPORATED
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
000-24409
(Commission File Number)
04-3169145
(IRS Employer Identification No.)
101 Main Street
CAMBRIDGE, MASSACHUSETTS
(Address of Principal Executive Offices)
02142
(Zip Code)
(617) 250-2500
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On June 20, 1999, International Integration Incorporated ("i-Cube")
acquired all of the outstanding shares of capital stock in Reportsent Company
Limited, a holding company, and Conduit Communications Limited, a
majority-owned subsidiary of Reportsent Company Limited that specializes in
digital strategy and implementation for global organizations, in a
transaction accounted for under the pooling of interests method, as described
in the press release attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Financial Statements of Businesses Acquired. Not applicable.
Pro Forma Financial Information. Not applicable.
<TABLE>
<CAPTION>
Exhibits.
Exhibit No. Description
----------- -----------
<S> <C>
99.1 Press release announcing i-Cube's
acquisition of Conduit Communications
Limited.
</TABLE>
<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.
INTERNATIONAL INTEGRATION INCORPORATED
By: /s/ LAWRENCE P. BEGLEY
----------------------
Lawrence P. Begley
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Press release announcing i-Cube's acquisition of
Conduit Communications Limited.
</TABLE>
<PAGE>
Exhibit 99.1
MONDAY JUNE 21, 3:57 AM EASTERN TIME
COMPANY PRESS RELEASE
I-CUBE ACQUIRES DIGITAL STRATEGY AND
IMPLEMENTATION FIRM CONDUIT COMMUNICATIONS
MERGES WORLD CLASS STRATEGY, INTERACTIVE DESIGN AND BACK-OFFICE INTEGRATION
CAMBRIDGE, Mass.--(BUSINESS WIRE)--June 21, 1999--i-Cube, (NASDAQ:ICUB - news)
announced today that it has acquired Conduit Communications Limited,
a professional services firm specializing in digital strategy and implementation
for global organizations. Augmenting i-Cube's end-to-end approach, Conduit adds
world-class digital strategy and further strengthens i-Cube's interactive design
and technology development services.
"The competitive landscape in most industries is changing fast," said i-Cube
Chairman and CEO Michael Pehl, "and technology is driving that change. Our
clients, both the global powerhouses and the new 'dot-com' companies, need us to
assist them in thinking through the strategic implications of this shift and
then to rapidly implement creative and groundbreaking solutions. The combination
of i-Cube and Conduit creates an unbeatable team, delivering services to both of
these exploding market segments."
"We've always approached client engagements with an end-to-end model. Now with
Conduit on board, we bring a new element to our strategic consulting services
that not only enhances our delivery practices, but has the potential to drive
our entire business," continued Pehl.
Founded in 1993, Conduit is headquartered in London and has offices in
Amsterdam, Boston and New York. For the calendar year ended December 31, 1998,
Conduit's revenues were $13.7 million. With more than 100 people worldwide,
Conduit brings together digital strategy, interactive design and application
development, including significant capabilities in the areas of customer
relationship management, customer care, and knowledge management. Conduit
provides services to some of the world's largest and most prestigious
organizations, including American Express, Nissan, Shell International, Fortis,
Norwich Union and Harvard Business School Publishing.
"The scale and technology depth that i-Cube adds will provide significant
benefits to our global customers," said Conduit Chairman Chris Mathias. "We have
enhanced our end-to-end delivery
<PAGE>
capabilities and created a geographic footprint that will capitalize on the
emerging European markets. The opportunity now is to focus on our clients,
deliver the real depth and breadth of our service offerings and maximize our
combined potential."
Under the terms of the acquisition, i-Cube will issue 2,396,763 shares of its
Common Stock to Conduit shareholders in exchange for the entire equity interest
in Conduit. i-Cube will also assume all of Conduit's outstanding stock options
and convertible notes which are exercisable for approximately 863,237 shares of
i-Cube Common Stock. The acquisition will be accounted for under the pooling of
interests method of accounting and is expected to be non-dilutive for 1999 and
2000, excluding a one-time charge of approximately $3.5 million in the current
fiscal quarter for costs related to the business combination.
About i-Cube
i-Cube (NASDAQ:ICUB - news) delivers end-to-end digital strategy, interactive
design and technology services for the world's leading organizations. Founded in
1992, i-Cube has offices in Cambridge, Massachusetts, Los Angeles, California
and Mannheim, Germany. For more information on i-Cube, visit the World Wide Web:
http://www.i-cube.com, call toll free at 1-888-22i-cube or (617)250-2500.
This press release includes forward-looking statements (statements that are not
historical fact and relate to future performance) that involve risks and
uncertainties. Actual results may differ materially from those stated based on a
number of factors including, without limitation, business conditions, the
successful and timely completion of customer engagements, its ability to
integrate Conduit into i-Cube, the effects of client purchasing patterns due to
Year 2000 issues, competitive factors, and protection of intellectual property,
as well as other factors set forth in i-Cube's filings with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for the year ended
December 31, 1998 and its Form 10-Q for the quarter ended March 31, 1999.
- -------------
CONTACT:
Lois Paul & Partners
Joe Gavaghan, 781/238-5840
E-mail: [email protected]
or
Larry Begley, 617/250-2500
E-mail: [email protected]
