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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 16, 1998
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BROADCAST.COM INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 000-24591 75-2600532
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State or Other Jurisdiction Commission File Number (IRS Employer Identification No.)
of Incorporation
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2914 Taylor Street
Dallas, Texas 75226
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(Address of Principal Executive Offices) Zip Code
Registrant's telephone number, including area code: (214) 748-6660
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Not Applicable.
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(Former name or former address, if changed since last report)
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Item 5 Other Events
On November 16, 1998 broadcast.com inc., a Delaware corporation
("broadcast.com") announced that it had entered into an Agreement and Plan of
Reorganization by and among broadcast.com, SN Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of broadcast.com, and Simple Network
Communications, Inc., a California corporation ("SimpleNet"). At the effective
time of the merger contemplated by such agreement, all outstanding shares of
common stock of SimpleNet will be exchanged for 410,810 shares of broadcast.com
Common Stock. A copy of broadcast.com's press release announcing the merger is
attached as Exhibit 99.1 hereto and incorporated by reference herein.
The press release filed as an exhibit to this report includes "safe
harbor" language, pursuant to the Private Securities Litigation Reform Act of
1995, indicating that certain statements about the Company's business contained
in the press release are "forward-looking" rather than "historic." The press
release also states that a more thorough discussion of factors affecting the
Company's operating results is included in the Company's Quarterly Reports on
Form 10-Q filed with the Securities and Exchange Commission.
Item 7 Exhibits
(c) Exhibits
99.1 Press release dated November 17, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
BROADCAST.COM INC.
(Registrant)
By: /s/ TODD R. WAGNER
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Name: Todd R. Wagner
Title: Chief Executive Officer
Dated: November 19, 1998
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated November 17, 1998
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EXHIBIT 99.1
PRESS CONTACTS:
Sherry Manno
broadcast.com
214.748.6660 ext. 2156
FOR IMMEDIATE RELEASE
BROADCAST.COM TO ACQUIRE SIMPLENET
Broadcast.com Expands Into Internet Broadcasting Services for
Consumers and Small Businesses
DALLAS, Texas - November 17, 1998 - Broadcast.com (Nasdaq: BCST) today
announced it has signed a definitive agreement to acquire Simple Network
Communications, Inc., a premier provider of Web hosting services. The
acquisition will accelerate the expansion of broadcast.com's Internet
broadcasting services into the consumer and small business markets, while
increasing broadcast.com's network infrastructure.
Under the terms of the agreement, broadcast.com will issue shares of
broadcast.com common stock valued at approximately $20.75 million. The
transaction is intended to be accounted for as a pooling of interests. The
acquisition, which is subject to certain conditions, is expected to be completed
in the fourth quarter of 1998. Following the acquisition, SimpleNet will be a
wholly owned subsidiary of broadcast.com.
"The acquisition of SimpleNet strengthens broadcast.com's position as a
leading portal and destination for video and audio on the Web, by giving us
access to the consumer and small business markets, two markets with significant
growth potential for audio and video streaming," said Mark Cuban, president of
broadcast.com. "By leveraging SimpleNet's worldwide customer base, we hope to
deliver the power of Internet broadcasting to people everywhere, from large
corporations to individual consumers."
Broadcast.com and SimpleNet will work together to introduce
self-service audio and video streaming to customers of SimpleNet's Web hosting
service. Users will be able to create and broadcast their own personalized audio
and video programming, including Internet-only radio and television shows,
business presentations, or home movies, which will be accessible within minutes
of setting up their service.
"We are pleased to be joining the leading aggregator and broadcaster of
streaming media programming on the Web," said Robert Bingham, president and CEO
of Simple Network Communications. "Through this transaction, we can
differentiate SimpleNet's Web hosting services by leveraging broadcast.com's
sales and marketing expertise and extending the company's Internet broadcasting
services to our client base of over 15,000 consumer and small business accounts
in over 100 countries."
Todd Wagner, chief executive officer of broadcast.com added: "The
addition of SimpleNet's Internet access facility provides redundancy and
increases broadcast.com's leading
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Internet broadcast network infrastructure. The design of SimpleNet's
infrastructure fits well within our unicast network strategy to be multi-homed
to major backbone providers for delivery of our audio and video programming."
SimpleNet (http://www.simplenet.com) provides a full selection of Web
hosting services to consumers and small businesses. Customers can select from a
menu of options to customize their web sites, including email and electronic
commerce services. Visitors to its customers' web sites make SimpleNet one of
the top 20 most trafficked Web sites on the Internet, according to Media Metrix.
SimpleNet has developed a reliable and expandable network with access to large
quantities of bandwidth. The company has a multi-tier Internet access facility
that combines the networks of leading upstream Internet service providers (ISPs)
including @Home, Frontier Global Center, GTE Internetworking, Sprint, UUNET and
Verio. In addition, this connectivity is also carried through five divergent
competitive access providers (CAPs) including MFS/WorldCom, ICG, TCG, WinStar
and PacBell.
ABOUT BROADCAST.COM
Broadcast.com (Nasdaq: BCST) is the leading aggregator and broadcaster
of streaming media programming on the Web with the network infrastructure and
expertise to deliver or "stream" hundreds of live and on-demand audio and video
programs over the Internet or intranets to hundreds of thousands of users. The
broadcast.com Web sites offer a large and comprehensive selection of
programming, including sports, talk and music radio, television, business
events, full-length CDs, news, video, commentary and full-length audiobooks,
serving an average of over 520,000 unique users per day. Broadcast.com
broadcasts on the Internet 24 hours a day, seven days a week, and its
programming includes more than 370 radio stations and networks, 30 television
stations and cable networks, and game broadcasts and other programming for over
420 college and professional sports teams. Broadcast.com also provides Internet
and intranet broadcasting services to businesses and other organizations,
including turnkey production of live and archived press conferences, earnings
conference calls, investor conferences, trade shows, stockholder meetings,
product introductions, training sessions, distance learning telecourses and
media events. For more information on broadcast.com and its live and on-demand
programming, visit http://www.broadcast.com.
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This announcement contains forward looking statements that involve
risks and uncertainties, including those relating to broadcast.com's ability to
successfully complete the acquisition of SimpleNet, to leverage SimpleNet's
access to the consumer and small business markets and to effectively integrate
SimpleNet's operations. More information about potential factors which could
affect broadcast.com's business and financial results is included in the
Company's quarterly reports on Form 10-Q on file with the Securities and
Exchange Commission (www.sec.gov). The Company cautions investors that its
business and financial performance are subject to substantial risks and
uncertainties.
Broadcast.com is a trademark of broadcast.com inc. All other names
mentioned are trademarks of their respective companies.
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