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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, 2000
APPNET, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-26263 52-2077860
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(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
6707 DEMOCRACY BOULEVARD, BETHESDA, MD. 20817
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(301) 493-8900
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
On June 20, 2000, the Company entered into an Agreement and Plan of
Merger and Reorganization, dated as of June 20, 2000 (the "Merger Agreement"),
by and among Commerce One, Inc., a Delaware Corporation ("Commerce One"),
Constitution Acquisition Corporation, a Delaware Corporation and a wholly owned
subsidiary of Commerce One ("Merger Sub"), and AppNet, Inc., a Delaware
Corporation ("AppNet"), pursuant to which Merger Sub will merge with and into
AppNet and become a wholly-owned subsidiary of Commerce One (the "Merger"). The
description contained in this Item 5 of the transactions contemplated by the
Merger Agreement is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. A copy
of the Form of AppNet Voting Agreement is also attached hereto as Exhibit 99.1,
which is incorporated herein by reference.
As a result of the Merger, each share of AppNet common stock issued and
outstanding immediately prior to the consummation of the Merger will be
automatically converted into the right to receive 0.8 shares of Commerce One
common stock. Based upon the number of outstanding shares of AppNet common stock
as of June 15, 2000, the Merger is expected to be effected through the issuance
by Commerce One of approximately 26,800,000 shares of Commerce One common stock
in exchange for all of the shares of AppNet common stock. Options and warrants
to purchase AppNet capital stock outstanding at the effective time of the Merger
will be assumed by Commerce One.
We anticipate that consummation of the Merger will occur late in the
third quarter of 2000. Consummation of the Merger is conditioned upon obtaining
AppNet stockholder approval, regulatory clearance and other customary closing
conditions. Certain of AppNet's officers, directors and affiliates have entered
into voting agreements, whereby they have agreed to vote their shares of AppNet
capital stock in favor of the Merger. We cannot assure you that the necessary
stockholder approval and regulatory clearance will be obtained, or that the
other closing conditions will be met.
This document may include forward-looking statements 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. Actual results could differ
materially from those projected in the forward-looking statements as a result of
the risk factors set forth in the Registrant's Forms 10-K and 10-Q reports.
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<CAPTION>
EXHIBIT
NO. DOCUMENT DESCRIPTION
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<S> <C>
2.1 Agreement and Plan of Merger and Reorganization, dated June 20,
2000, by and among Commerce One, Inc., Constitution Acquisition
Corporation and AppNet, Inc.
10.1 Stock Option Agreement, dated June 20, 2000, among Commerce One,
Inc. and AppNet, Inc.
99.1 Form of AppNet Voting Agreement.
99.2 Joint Press Release dated June 20, 2000, announcing the planned
merger.
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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.
AppNet, Inc.
(Registrant)
Dated: June 28, 2000 By: /s/ Sherry Rhodes
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Name: Sherry Rhodes
Title: VP General Counsel
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NO. DOCUMENT DESCRIPTION
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<S> <C>
2.1 Agreement and Plan of Merger and Reorganization, dated June 20,
2000, by and among, Commerce One, Inc., Constitution Acquisition
Corporation and AppNet, Inc.
10.1 Stock Option Agreement, dated June 20, 2000, among Commerce One,
Inc. and AppNet, Inc.
99.1 Form of AppNet Voting Agreement.
99.2 Joint Press Release dated June 20, 2000, announcing the planned
merger.
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