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: March 30, 1999
(Date of earliest event reported)
BEYOND.COM CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-24457 94-3212136
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1195 West Fremont Ave., Sunnyvale, CA 94087
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 616-4200
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(Former name or former address, if changed since last report.)
The Index to Exhibits appears on page 4.
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Item 5. Other Events.
Reference is made to the press release issued to the public by the
Registrant on March 30, 1999, the text of which is attached hereto as Exhibit
99.1, for a description of the events reported pursuant to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Text of press release dated March 30, 1999.
2
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SIGNATURE
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 thereunto duly authorized on the date indicated.
BEYOND.COM CORPORATION
By: /s/ Michael Praisner
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Name: Michael Praisner
Title: Chief Financial Officer
Dated: April 9, 1999
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INDEX TO EXHIBITS
Exhibit Description
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99.1 Text of press release dated March 30, 1999.
4
March 30, 1999, Tuesday
HEADLINE: Beyond.com Completes Acquisition of BUYDIRECT.COM
DATELINE: SUNNYVALE, Calif.
BODY:
March 30, 1999--Internet software superstore Beyond.com(TM) (Nasdaq: BYND)
today announced that it has completed its acquisition of BUYDIRECT.COM, a
leading online software retailer.
The stockholders of BUYDIRECT.COM approved the transaction by written
consent on March 29, 1999. Under terms of the agreement, Beyond.com acquired all
of the outstanding stock of BUYDIRECT.COM in exchange for approximately 5.4
million shares of Beyond.com common stock valued at approximately $123 million,
as of March 29.
Beyond.com gains more than 200,000 new customers from BUYDIRECT.COM, a
talented pool of experienced engineers, leading proprietary digital download
technology, and key additional portal, content and broadband partnerships.
- -- Beyond.com adds an exclusive software retailing relationship with
@ Home Network, the leading provider of broadband Internet access via the
cable infrastructure as well as a strategic alliance with XOOM.com, one of
the industry's leading Internet-based direct marketers.
- -- Beyond.com adds the Internet's premier technology content
providers, CNET and ZDNet, to its stable of partners.
BUYDIRECT.COM recently signed an agreement with ZDNet to become
the principal online software retailer in ZDNet's sites. As part
of that agreement, BUYDIRECT.COM will have significant promotion
and media on the ZDNet site.
- -- Beyond.com gains additional engineering expertise in electronic
software distribution, giving the company one of the industry's
largest pools of engineers with digital downloading experience.
The acquisition also provides Beyond.com with a strong customer
base in the small office/home office market segment,
complementing Beyond.com's customers in the consumer, government
agency and large corporate enterprise markets.
Mark Breier will remain Beyond.com's president and chief executive officer,
and Michael Praisner will continue to serve as chief financial officer of the
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new company. Bong Suh, who had been chief executive officer of BUYDIRECT.COM,
becomes vice president of corporate development for Beyond.com, focusing on
developing additional large-scale partnerships. William Headapohl, who had been
president and chief operating officer of BUYDIRECT.COM, becomes vice president
of software and digital delivery for Beyond.com, working to further extend
Beyond.com's leadership position in digital downloading technology.
About Beyond.com
Beyond.com sells commercial, off-the-shelf software to the government
enterprise, corporate and consumer markets, offering its customers a better
place to buy software. Visitors to the company's online store
http://www.beyond.com can enjoy a comprehensive selection of software backed by
customer service and competitive pricing. Approximately 44,000 software
stock-keeping units (SKUs) are available for online purchase with 5,600 SKUs
available for immediate, electronic delivery, including software from such major
publishers as Adobe, IBM/Lotus, Microsoft, Sun Microsystems and Symantec.
The company has established strategic marketing alliances with @ Home
Network, America Online, Inc., CNET, Excite, Inc., Microsoft Corporation,
Netscape Communications Corporation, XOOM.com, Yahoo! and ZDNet. Additionally,
Beyond.com offers publishers transaction processing, physical and electronic
order fulfillment, customer support, site design consultation, marketing support
and reporting.
The company has applied for federal registration of the marks BEYOND.COM
and BEYOND DOT COM. Beyond.com Corporation trades on the Nasdaq National Market
under the symbol ("BYND"). More information on the company can be found in the
company's filings with the Securities and Exchange Commission ("SEC").
To the extent that this news release discusses Beyond.com's expectations
about plans to grow the company's revenue or customer base, or improve the
company's digital downloading capabilities as a result of its acquisiton of
BUYDIRECT.COM, these statements are forward-looking within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to substantial
risks and uncertainties. Actual results of the proposed acquisition may differ
from the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, risks associated with
acquisitions, such as difficulties in assimilation of operations, personnel,
technologies and products of the acquired company, diversion of management's,
attention from other business concerns, competitive response, and a downturn in
the software reseller industry. Other factors that could affect subsequent
periods include: Reductions in or cancellations of customer orders, changes in
relationships with software suppliers, changes in relationships with strategic
partners, changes in the product mix sold by the company, competition from other
online software resellers or publishers, inability to raise sufficient capital
on satisfactory terms, or at all, and other factors described in the company's
filings with the SEC. Beyond.com news and product/service information is
available at the company's World Wide Web site located at http://www.beyond.com.
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CONTACT: Beyond.com
Michael Praisner, 408/616-4200 (Chief Financial Officer)
Laura Fulda, 408/616-4328 (Director, Investor Relations)
