<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 16, 1999
Date of Report
(Date of earliest event reported)
INFOSPACE.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-25131 91-1718107
(Commission File No.) (IRS Employer Identification Number)
15375 N.E. 90/th/ Street
Redmond, Washington 98052
(Address of Principal Executive Offices)
425-602-0600
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 2. Acquisition or Disposition of Assets
- ------- -------------------------------------
On December 16, 1999, InfoSpace.com, Inc., a Delaware corporation
("InfoSpace.com"), completed its acquisition of eComLive.com, Inc., a Delaware
corporation ("eComLive.com"). In the acquisition of eComLive.com,
InfoSpace.com issued 355,624 shares (or options to purchase shares) of its
common stock (711,248 shares after giving effect to the 2-for-1 stock split of
InfoSpace.com's Common Stock to be effected on or about January 4, 2000) in
exchange for all of the outstanding shares of eComLive.com common stock and
options. The acquisition will be accounted for under the purchase method of
accounting. The transaction is valued at approximately $54.2 million based on
the closing price of InfoSpace.com common stock on December 16, 1999.
Item 7. Financial Statements and Exhibits
- ------- ---------------------------------
(a) Financial Statements of Business Acquired.
Financial Statements for the period from July 14, 1999 (inception) to
December 16, 1999 are attached hereto.
(b) Pro Forma Financial Information.
Unaudited pro forma combined consolidated statement of operations for the
year ended December 31, 1999 is attached hereto. The registrant will file
audited financials on Form 10-K no later than March 30, 2000.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization, dated as of November
19, 1999, by and between the registrant and eComLive.com was
previously filed on December 29, 1999 on Form 8-K.
2
<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.
Date: February 29, 1999 InfoSpace.com, Inc.
By: /s/ Naveen Jain
----------------------------
Naveen Jain
Chief Executive Officer
3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- --------- --------------------------------------------------------------
2.1 Agreement and Plan of Reorganization, dated as of November 19,
1999, by and between the registrant and eComLive.com was previously
filed on December 29, 1999 on Form 8-K.
4
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
eComLive.com, Inc.
Fremont, California
We have audited the accompanying balance sheet of eComLive.com, Inc. (a
development stage company) (the Company) as of December 16, 1999, and the
related statements of income, changes in stockholders' equity, and cash flows
for the period from July 14, 1999 (inception) to December 16, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at December 16, 1999, and the
results of its operations and its cash flows for the period from July 14, 1999
(inception) to December 16, 1999, in conformity with generally accepted
accounting principles.
The Company is in the development stage as of December 16, 1999. As discussed
in Note 1 to the financial statements, successful completion of the Company's
development program and, ultimately, the attainment of profitable operations is
dependent upon future events, including adequate financing to complete its
development activities and achieving a level of sales adequate to support the
Company's cost structure.
/s/ DELOITTE & TOUCHE LLP
Seattle, Washington
February 18, 2000
<PAGE>
ECOMLIVE.COM, INC.
- ------------------
(a development stage company)
BALANCE SHEET
DECEMBER 16, 1999
================================================================================
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 6,198
Accounts receivable, net 11,360
---------
Total current assets 17,558
PROPERTY AND EQUIPMENT, net (Note 1) 14,528
---------
TOTAL $ 32,086
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 507,142
Notes payable to related parties (Note 2) 30,890
Deferred revenue (Note 1) 9,453
---------
Total current liabilities 547,485
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value -- Authorized and issued,
10,000,000 shares; outstanding, 9,650,000 shares 10,000
Common stock held by the Company, 350,000 shares at cost (350)
Deficit accumulated during the development stage (565,766)
Additional paid-in capital 438,330
Unearned compensation stock options (397,613)
---------
Total stockholders' deficit (515,399)
TOTAL $ 32,086
=========
---
See notes to financial statements. 2
<PAGE>
ECOMLIVE.COM, INC.
- ------------------
(a development stage company)
STATEMENT OF INCOME
PERIOD FROM JULY 14, 1999 (inception) TO DECEMBER 16, 1999
===============================================================================
REVENUES $ 1,907
COST OF REVENUES 122
----------
Gross profit 1,785
OPERATING EXPENSES:
Product development 211,942
Sales and marketing 155,501
General and administrative 199,621
----------
Total operating expenses 567,064
----------
Loss from operations (565,279)
OTHER INCOME (EXPENSE):
Interest income 53
Interest expense (540)
----------
Total other expense (487)
----------
NET LOSS $ (565,766)
==========
----
See notes to financial statements. 3
<PAGE>
ECOMLIVE.COM, INC.
- ------------------
(a development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
PERIOD FROM JULY 14, 1999 (inception) TO DECEMBER 16, 1999
================================================================================
<TABLE>
<CAPTION>
Common stock
--------------------------------------------------------
Shares Shares Treasury
authorized issued Amount Stock
---------- ---------- ------- -----------
<S> <C> <C> <C> <C>
BALANCE, July 14, 1999 10,000,000 -- $ -- $ --
Net loss
Common stock issued September 19, 1999 10,000,000 10,000
Purchase of 350,000 shares of common
stock (at cost) September 26, 1999 (350)
Unearned compensation related to
issuance of stock options
Amortization of unearned stock-based
compensation
---------- ---------- ------- -----------
BALANCE, December 16, 1999 10,000,000 10,000,000 $10,000 $ (350)
========== ========== ======= ===========
Additional
paid-in Unearned Accumulated
capital compensation deficit Total
---------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
BALANCE, July 14, 1999 $ -- $ -- $ -- $ --
Net loss (565,766) (565,766)
Common stock issued September 19, 1999 10,000
Purchase of 350,000 shares of common
stock (at cost) September 26, 1999 (350)
Unearned compensation related to
issuance of stock options 438,330 (438,330) 0
Amortization of unearned stock-based
compensation 40,717 40,717
---------- ------------ ----------- ---------
BALANCE, December 16, 1999 $ 438,330 $ (397,613) $ (565,766) $(515,399)
========== ============ =========== =========
</TABLE>
----
See notes to financial statements. 4
<PAGE>
ECOMLIVE.COM, INC.
- ------------------
(a development stage company)
STATEMENT OF CASH FLOWS
PERIOD FROM JULY 14, 1999 (inception) TO DECEMBER 16, 1999
============================================================================
OPERATING ACTIVITIES
Net loss $ (565,766)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 122
Compensation expense - Stock options 40,717
Cash provided (used) by changes in
operating assets and liabilities:
Accounts receivable (11,360)
Accounts payable 507,142
Deferred revenue 9,453
Accrued interest on note payable
to related party 540
----------
Net cash used by operating activities (19,152)
INVESTING ACTIVITIES:
Purchase of computer equipment (14,650)
FINANCING ACTIVITIES:
Proceeds from issuing common stock 10,000
Loan from related party 30,000
----------
Net cash provided by financing activities 40,000
----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 6,198
CASH AND CASH EQUIVALENTS:
Beginning of period
----------
End of period $ 6,198
==========
----
See notes to financial statements. 5
<PAGE>
ECOMLIVE.COM, INC.
- ------------------
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
PERIOD FROM JULY 14, 1999 (inception) TO DECEMBER 16, 1999
================================================================================
NOTE 1: Summary of Significant Accounting Policies
Description of business: eComLive.com, Inc. (the Company or eComLive), a
Delaware corporation, is in the business of providing Web-based real-time
collaboration and interaction solutions specialized for consumer-to-consumer,
business-to-business, and business-to-consumer vertical markets. The
Company's products integrate advanced tools for chat, collaborative browsing,
whiteboard sharing, file exchange, channel management, information capture,
user list, session recording and playback, and multimedia broadcasting.
eComLive is a start-up company incubated by VisualTek Solutions, Inc.
(VisualTek) and formed as a separate company on July 14, 1999. Development
stage operations have consisted primarily in the research and development of
products and services. Under the Employee Services Agreement between the
Company and VisualTek, certain employees of VisualTek were leased to eComLive.
These employees remained employees of VisualTek and received their
compensation and benefits from VisualTek. All license and maintenance
agreements for eComLive products and services were entered into between
VisualTek and the customer and were invoiced by VisualTek.
Cash and cash equivalents: The Company considers all highly liquid debt
instruments with an original maturity of 90 days or less to be cash
equivalents. Cash and cash equivalents are carried at cost, which approximates
market.
Accounts receivable: The Company considers all accounts receivable to be
fully collectible; accordingly, no allowance for doubtful accounts is
required. If amounts become uncollectible, they will be charged to operations
when that determination is made.
Property and equipment: Property and equipment are stated at cost.
Depreciation is computed under the straight-line method over five years.
Property and equipment consist of the following:
Computer equipment $14,650
Less accumulated depreciation (122)
=======
Net property and equipment $14,528
=======
Other long-lived assets: Management periodically reevaluates long-lived
assets, consisting primarily of property and equipment, to determine whether
there has been any impairment of the value of these assets and the
appropriateness of their estimated remaining life. No impairment loss has been
recognized through December 16, 1999.
Revenue recognition: The Company's revenue is recognized ratably over the
period customer support services are provided. For 1999, revenues consisted
primarily of license revenue and maintenance fees.
Deferred revenues: Deferred revenues represent contract fees billed in
advance for maintenance services to be provided. Revenue is recognized only to
the extent that the contracted services have been performed. Deferred
revenues as of December 16, 1999, totalled $9,453.
Stock-based compensation: The Company accounts for stock-based awards to
nonemployees using the fair value based method in accordance with Statement of
Financial Accounting Standards (SFAS) No. 123 Accounting for Stock-Based
Compensation.
----
6
<PAGE>
Income taxes: The Company has adopted Statement of Financial Accounting
Standards (SFAS) No. 109, Accounting for Income Taxes. Under SFAS No. 109,
deferred tax assets, including net operating loss carryforwards, and
liabilities are determined based on temporary differences between the book and
tax basis of assets and liabilities. The Company believes sufficient
uncertainty exists regarding the realizability of the deferred tax assets such
that a full valuation allowance is required.
Use of estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual amounts may differ from estimates.
Recent accounting pronouncements: In June 1997, the Financial Accounting
Standards Board (FASB) issued SFAS No. 130, Reporting Comprehensive Income.
SFAS No. 130 establishes the standards for reporting comprehensive income and
its components in financial statements. Comprehensive income as defined
includes all changes in equity (net assets) during a period from non-owner
sources. The Company had no comprehensive income items to report for the
period from July 14, 1999 (inception) to December 16, 1999.
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivatives and
Hedging Activities, which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and for hedging
activities. Because the Company has never used nor currently intends to use
derivatives, management does not anticipate that the adoption of this new
standard will have a significant effect on earnings or the financial position
of the Company.
NOTE 2: Notes Payable
Current notes payable consists of the following:
Note payable to an affiliated company; due in monthly interest-
only payments beginning March 1, 2000, with interest at 6%;
due upon demand $30,000
Note payable to stockholder; noninterest-bearing; due upon
demand 350
-------
30,350
Interest payable 540
-------
$30,890
=======
NOTE 3: Stockholders' Deficit
Authorized shares: At incorporation, the Company was authorized to issue
10,000,000 shares of common stock with a par value of $0.001 per share.
----
7
<PAGE>
Treasury stock: Treasury stock consists of 350,000 shares of common stock
originally issued to the chief executive officer of VisualTek. These shares
were returned to the Company at cost in order to establish the 1999 Stock
Option Incentive Plan.
1999 Stock Option Incentive Plan: The Company's 1999 Stock Option Incentive
Plan (the Plan) was adopted by the Board of Directors on October 18, 1999.
The purpose of the Plan is to grant selected employees, directors, and
consultants an opportunity to acquire common stock of the Company, thereby
encouraging these individuals to accept or continue a relationship with the
Company and providing them with an incentive to improve operations and
increase profits. Not more than 350,000 shares of stock shall be available
for the grant of options or the issuance of shares under the Plan. Options
vest over a three- to five-year period and have a maximum term of 10 years.
On October 25, 1999, the Company granted options for 50,000 shares of common
stock to five nonemployees and 100,000 shares to one nonemployee. All of
these options vest ratably over 48 months. The fair value of options granted
during 1999 was $1.25. The fair value of each option was estimated on the
date of grant using the Black-Scholes option pricing model with the following
assumptions: (i) risk-free interest rate of 6%; (ii) expected option life of
48 months; (iii) volatility of 0.8; and (iv) no expected dividend yield.
Because the Company's stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee stock options.
Thus, the effects of applying SFAS No. 123 are not necessarily indicative of
future amounts.
Activity and price information regarding the options are summarized as
follows:
Weighted
Options average
outstanding price
Outstanding, July 14, 1999 (inception) - $ -
Granted 350,000 2.00
------- -----
Outstanding, December 16, 1999 350,000 $2.00
=======
Options exersicable, December 16, 1999 7,292 $2.00
=======
Options available for grant, December 16, 1999 -
=======
NOTE 4: Commitments
The Company leases its facility from VisualTek, an affiliated company. The
lease requires monthly payments of $7,000. In addition, the Company is
responsible for all taxes, insurance, maintenance, and utilities. The lease is
renewable monthly. Total rent expense under this agreement for the period ended
December 16, 1999, was $30,935.
----
8
<PAGE>
NOTE 5: Related Party Transactions
The Company conducts business with VisualTek, which is owned by the stockholders
of eComLive. Under the Employee Services Agreement between the Company and
VisualTek, certain employees of VisualTek were leased to eComLive. These
employees remained employees of VisualTek and received their compensation and
benefits from VisualTek Solutions, Inc. All license and maintenance agreements
for eComLive products and services were entered into between VisualTek and its
customers and were invoiced by VisualTek. Intercompany transactions for the
period ended December 16, 1999, were:
Services provided to VisualTeck $ 1,907
Subcontractor services provided from Visual Tek 349,988
Accounts receivable from VisualTek at December 16, 1999 11,360
Accounts payable to VisualTek at December 16, 1999 426,301
NOTE 6: Income Taxes
The components of the income tax provision consisted of the following:
Current:
Federal $ -
State
---------
0
Deferred:
Federal 201,450
State -
---------
$ 201,450
=========
Temporary differences between the recognition of certain income and expense
items for income tax purposes and financial reporting purposes are as follows:
Net operating loss carryforward $ 525,649
=========
Total deferred tax assets 201,450
Less valuation allowance (201,450)
---------
Net deferred tax assets $ -
=========
At December 16, 1999, the Company fully reserved its deferred tax assets. The
Company believes sufficient uncertainty exists regarding the realizability of
the deferred tax assets such that a full valuation allowance is required.
As of December 16, 1999, the Company had an estimated federal and state net
operating loss carryforward of $525,649 and $525,649, respectively. These
carryforwards expire beginning in the year 2020 for federal tax purposes.
----
9
<PAGE>
NOTE 7: Subsequent Event
On November 19, 1999, the Company signed a definitive agreement to be acquired
by InfoSpace.com, Inc. (InfoSpace). Under the terms of the acquisition,
InfoSpace will exchange 355,618 shares of its common stock for all of eComLive's
outstanding shares and options. Upon the December 16, 1999 closing, the Company
became a wholly owned subsidiary of InfoSpace.
----
10
<PAGE>
INFOSPACE.COM, INC. AND ECOMLIVE
UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 1999
<TABLE>
<CAPTION>
Pro Forma Pro Forma
InfoSpace.com eComLive Adjustments Combined
------------- --------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues $ 36,837,101 $ 1,907 $36,839,008
Cost of revenues 5,259,043 122 5,259,165
------------ --------- -------- ------------
Gross profit 31,578,058 1,785 0 31,579,843
Operating expenses:
Product development 3,189,279 211,942 3,401,221
Sales and marketing 23,694,754 155,501 23,850,255
General and administrative 9,688,297 199,621 9,887,918
Amortization of intangibles 3,223,031 3,223,031
Acquisition and related charges 12,011,942 12,011,942
Other non-recurring charges 11,359,500 11,359,500
------------ --------- -------- ------------
Total operating expenses 63,166,803 567,064 63,733,867
------------ --------- -------- ------------
Loss from operations (31,588,745) (565,279) (32,154,024)
Other income (expense), net 11,043,826 (487) 11,043,339
Equity in loss from joint venture (11,517) (11,517)
Provision for income taxes (600) (600)
------------ --------- -------- ------------
Net Loss ($20,556,436) ($566,366) $0 ($21,122,802)
============ ========= ======== ============
Basic and diluted net loss per share ($0.22) ($0.22)
============ ========= ======== ============
Shares used in computing basic and
diluted net loss per share calculations 93,565,780 711,248 94,277,028
============ ========= ======== ============
</TABLE>
<PAGE>
INFOSPACE.COM, INC. AND ECOMLIVE.COM, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED
CONSOLIDATED FINANCIAL STATEMENTS
1. The Periods Combined
The InfoSpace.com Inc. consolidated statement of operations for the year
ended December 31, 1999 has been combined with the eComLive.com Inc. statements
of operations for the period from July 14, 1999 to December 16, 1999, as if the
merger had occurred as of the beginning of the period. The results of
eComLive.com, Inc. for the period December 17, 1999 to December 31, 1999 have
already been consolidated into the InfoSpace.com, Inc. consolidated statement of
operations for the year ended December 31, 1998 as the merger was effected on
December 16, 1999.
2. Pro Forma Basis of Presentation
These Unaudited Pro Forma Combined Consolidated Financial Statements are
based on estimates and assumptions. The pro forma adjustments made in connection
with the development of the pro forma information are preliminary and have been
made solely for purposes of developing such pro forma information as necessary
to comply with the disclosure requirements of the Securities Exchange
Commission. The Unaudited Pro Forma Combined Consolidated Financial Statements
do not purport to be indicative of the combined financial position or results of
operations of future periods or indicative of the results of operations of
future periods or indicative of the results that actually would have been
realized had the entities been a single entity during these periods.
3. Pro Forma Earnings Per Share
The Unaudited Pro Forma Combined Consolidated Financial Statements for
InfoSpace.com, Inc. have been prepared as if the merger was completed at the
beginning of the periods presented. The pro forma basic net loss per share is
based on the combined weighted average number of shares of InfoSpace.com, Inc.
Common Stock outstanding during the period and the number of InfoSpace.com, Inc.
Common Stock to be issued in exchange as discussed in Note 2.
The Pro Forma diluted loss per share is computed using the weighted average
number of InfoSpace.com, Inc. Common Stock and dilutive common equivalent shares
outstanding during the period and the number of shares of InfoSpace.com, Inc.
Common Stock to be issued in exchange. Common equivalent shares consist of the
incremental common shares issuable upon conversion of the exercise of stock
options and warrants using the treasury stock method. Common equivalent shares
are excluded from the computation if their effect is antidilutive. The combined
Company had a pro forma net loss for all periods presented herein; therefore,
none of the options and warrants outstanding during each of the periods
presented were included in the computation of pro forma dilutive earnings per
share as they were antidilutive.
4. Pro Forma Statements of Operations Adjustments
The objective of the pro forma information is to show what the significant
effects on the historical financial information might have been had the
companies been merged for the periods presented. Accordingly, all intercompany
transactions between the two entities have been included as eliminations in the
pro forma adjustments column.
