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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) DECEMBER 8, 2000
COMMERCE ONE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-26453 68-0322810
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4440 ROSEWOOD DRIVE, PLEASANTON, CALIFORNIA 94588
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (925) 520-6000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 8, 2000, Commerce One, Inc., Ford Motor Company, General
Motors Corporation, DaimlerChrysler AG, Renault S.A. and Nissan Motor Co., Ltd.
entered into several agreements relating to the formation of Covisint, LLC, a
Delaware limited liability company. Covisint is a business-to-business
e-marketplace for procurement of goods and services by automakers, their
suppliers and others. In connection with the formation of Covisint, Commerce One
entered into agreements pursuant to which Commerce One will indirectly license
software and provide services to Covisint in exchange for cash compensation and
a share of Covisint's e-marketplace revenue.
In connection with the formation of Covisint, under the terms of a
Formation Agreement, a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein by reference, (a) Commerce One will receive a two percent
equity interest in Covisint, subject to certain conditions contained in the
Formation Agreement, and (b) Commerce One agreed to undergo a corporate
restructuring into a holding company. The holding company restructuring is
subject to the approval of stockholders and is expected to take place in the
spring or summer of 2001. If the restructuring is approved, all of Commerce
One's outstanding shares of common stock will automatically be converted into
shares of common stock of the holding company at a one-for-one conversion rate.
As a result, Commerce One will become a wholly owned subsidiary of the new
holding company. The holding company will continue the business of Commerce One
and become the publicly traded entity. Commerce One's agreements relating to
Covisint generally replace Commerce One's agreements relating to GM
TradeXchange.
Upon the execution of the Formation Agreement, the Commerce One holding
company issued 14.4 million shares of its common stock to Ford and 14.4 million
shares of its common stock to GM. Half of each of Ford's and GM's shares will be
held in escrow and will be released to Ford and GM in December 2002, unless
certain conditions under the Formation Agreement are not satisfied, in which
case the shares will be released in June 2004.
In addition, pursuant to a Standstill and Stock Restriction Agreement
entered into between Commerce One, the new holding company, Ford and GM, a copy
of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference, all of the shares of stock issued to Ford and GM will generally be
subject to transfer restrictions for three years subject to certain exceptions.
Ford and GM have also agreed to certain "standstill" restrictions that will
generally limit their ability to acquire individually more than 9.95%, or
collectively more than 19.9%, of Commerce One's outstanding common stock for
three years, and individually 12.5% and collectively 25% thereafter. In
addition, for a period of three years, Ford and GM generally agreed to vote
their shares in accordance with the recommendations of the Commerce One's Board
of Directors with respect to nominees to the Board of Directors and increases in
Commerce One authorized capital stock and amendments to stock option plans and
employee stock purchase plans approved by Commerce One's Board of Directors.
Under a Registration Rights Agreement entered into between Commerce One, Ford
and GM, a copy of which is attached hereto as Exhibit 10.2 and incorporated
herein by reference, Ford and GM are entitled to registration rights generally
beginning after three years, subject to certain exceptions.
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If the restructuring is not approved by Commerce One's stockholders,
the Covisint agreements will remain in place. Commerce One will in that case
remain a publicly traded entity and will issue a total of 28.8 million shares of
Commerce One common stock directly to Ford and GM in exchange for the 28.8
million shares of the holding company common stock currently held by them. In
either event, the shares of Commerce One common stock issued to Ford and GM will
be subject to similar escrow, standstill and voting provisions, and will be
entitled to the same registration rights described above whether or not the
corporate restructuring takes place.
Further information about the corporate restructuring will be available
in documents to be provided to Commerce One's stockholders in the spring or
summer of 2001. Commerce One's stockholders are encouraged to read these
documents carefully because they will contain important information about the
restructuring. Copies of these documents will be available on the SEC's website
at www.sec.gov or at no charge from Commerce One's investor relations department
at 4440 Rosewood Drive, Pleasanton, California 94588, (925) 520-6000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Formation Agreement dated December 8, 2000 by and among
Commerce One, Inc., Ford Motor Company, General Motors
Corporation, New Commerce One Holding, Inc., (solely for the
purposes of Section 11.3 thereof) DaimlerChrysler AG and
(solely for the purposes of Sections 2.4, 11.2 and 11.9
thereof) Covisint LLC.
10.1 Standstill and Stock Restriction Agreement dated December 8,
2000 by and among Commerce One, Inc., Ford Motor Company,
General Motors Corporation and New Commerce One Holding, Inc.
10.2 Registration Rights Agreement dated December 8, 2000 by and
among Commerce One, Inc., Ford Motor Company, General Motors
Corporation and New Commerce One Holding, Inc.
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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 hereunto duly authorized.
COMMERCE ONE, INC.
/s/ Robert M. Tarkoff
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Robert M. Tarkoff
Senior Vice President, Worldwide Business
Development and Secretary
Date: December 29, 2000
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1 Formation Agreement dated December 8, 2000 by and among
Commerce One, Inc., Ford Motor Company, General Motors
Corporation, New Commerce One Holding, Inc., (solely for the
purposes of Section 11.3 thereof) DaimlerChrysler AG and
(solely for the purposes of Sections 2.4, 11.2 and 11.9
thereof) Covisint LLC.
10.1 Standstill and Stock Restriction Agreement dated December 8,
2000 by and among Commerce One, Inc., Ford Motor Company,
General Motors Corporation and New Commerce One Holding, Inc.
10.2 Registration Rights Agreement dated December 8, 2000 by and
among Commerce One, Inc., Ford Motor Company, General Motors
Corporation and New Commerce One Holding, Inc.
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