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: February 22, 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 February 22, 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 February 22, 1999.
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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: February 23, 1999
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INDEX TO EXHIBITS
Exhibit Description
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99.1 Text of press release dated February 22, 1999.
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Feb. 22, 1999--Internet software superstore Beyond.com(TM) (Nasdaq:BYND) and
BUYDIRECT.COM, a leading online software retailer, today jointly announced that
they have signed a definitive agreement whereby Beyond.com will acquire
BUYDIRECT.COM in a stock-for-stock transaction. Pursuant to the terms of the
definitive agreement, Beyond.com will issue or reserve for issuance upon the
exercise of assumed options, a total of 5.4 million common shares of Beyond.com
stock. The merger has been approved by both companies' boards of directors and
is subject to customary closing conditions. Beyond.com expects to complete the
transaction by the end of March 1999. "This acquisition solidifies Beyond.com as
the world leader in software resale over the Internet," said Mark Breier,
president and CEO of Beyond.com. "Together, we now boast nearly 1 million
cumulative customers, a deep management team, a talented pool of experienced
engineers, leading proprietary digital download technology, and one of the most
complete lists of portal, content and broadband partnerships in the industry."
The merger further extends Beyond.com's leadership position among software
resellers with business enhancements in the following key areas: First,
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. "The combination of the two market leaders in
the online software retail space will provide @Home subscribers with one of the
largest offerings of high-speed digital download software available on the Web,"
said Tom Jermoluk, Chairman and CEO, @Home Network.
Second, 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. "This merger of the two leading providers of
digital download services, makes Beyond.com a leader in the Internet software
space," said Dan Rosensweig, president of ZDNet. "We're excited about this
partnership, which extends ZDNet's reach to a greater number of software
buyers." These additional capabilities complement Beyond.com's recent
announcement that it is a premier software merchant to Yahoo! and now leads the
industry in partnerships with the following top Internet destination sites:
America Online, Excite, Netscape and Yahoo!. Beyond.com also partners with four
of the top eight software publishers -- Autodesk, Microsoft, Network Associates
and Netscape -- to fulfill their online software orders. Third, Beyond.com gains
key 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. In addition, Beyond.com gains more than 200,000 new
customers from BUYDIRECT.COM, as well as key new services such as downloadable
software tutorials. "In our view, our combined companies simply can't be beat in
branding, distribution partners, content and technical expertise," said Bong
Suh, chief executive officer of BUYDIRECT.COM. "When considering the excellent
product fit, complementary marketing and distribution channels, and the strong
cultural match between our two companies, we believe this acquisition benefits
our collective customers, publishers, employees and stockholders," Suh said. As
a result of the acquisition, Beyond.com will gain 72 employees with broad
expertise in engineering, business development, online media and software
publisher relations. Beyond.com anticipates no layoffs as a result of the
acquisition. "The strengths of BUYDIRECT.COM are extremely complementary with
our own and fundamentally support our vision to become the leading reseller of
packaged and digital software to consumers, government agencies and corporate
enterprises," Breier said. "In particular, we believe BUYDIRECT.COM's
engineering expertise will accelerate the continued development of Beyond.com's
digital downloading capabilities, giving the company an even greater competitive
advantage." 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 combined new company. Bong Suh, chief executive officer of BUYDIRECT.COM,
will become vice president of corporate development for Beyond.com, focusing on
developing additional large-scale partnerships. William Headapohl, president and
chief operating officer of BUYDIRECT.COM, will become 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 enjoy a comprehensive selection of software backed by
customer service and competitive pricing. Approximately
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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, Lotus, Microsoft, Sun Microsystems and
Symantec. The company has established strategic marketing alliances with America
Online, Inc., Excite, Inc., Netscape Communications Corporation, Microsoft
Corporation and Yahoo!. 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").
About BUYDIRECT.COM
Based in San Francisco, California, BUYDIRECT.COM is a leading online software
retailer, featuring Windows(R), Macintosh(R), and Handheld(R) software products
for consumers and small businesses. The company specializes in software programs
that can be delivered electronically over the Internet, and also offers a
complete selection of titles that can be shipped directly to consumers' homes
and offices. With its unique Web site design, and strategic relationships with
(pound)Home Network, CNET, XOOM.COM and ZDNet, BUYDIRECT.COM offers the fastest
way in the world to select and purchase software. Since its inception in 1996,
BUYDIRECT.COM has been a pioneer in retailing electronically delivered software
- -- serving more than 200,000 consumers and small businesses in more than 40
countries. The company is an independent venture owned by its management and
employees, CNET, Inc., @Home Network and private investors. BUYDIRECT.COM can be
found on the Web at http://www.buydirect.com.
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 acquisition 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.
