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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) FEBRUARY 2, 2000
COMMERCE ONE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 333-76987 68-0322810
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1600 RIVIERA AVENUE, WALNUT CREEK, CALIFORNIA 94596
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (925) 941-6000
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Commerce One, Inc. today announced that it has finalized the details
of its strategic business relationship with General Motors Corporation and
received Board of Directors approval from both parties. Through this
relationship, Commerce One and GM will develop, operate and support the GM
TradeXchange, an Internet-based trading exchange owned by GM that enables
buying and selling over the Internet by GM, its dealers and its suppliers.
Commerce One and GM will share equally in the net revenues generated by the
GM TradeXchange, after the repayment of both parties' expenses, for an
anticipated ten-year term.
In connection with the TradeXchange Agreements between Commerce One
and GM, Commerce One intends to restructure itself into a holding company
that will be listed on Nasdaq and will trade under Commerce One's existing
Nasdaq symbol, CMRC. As part of the restructuring, all of Commerce One's
shares of common stock will automatically become shares of the holding
company common stock following Commerce One stockholder approval of the
restructuring at a conversion rate of one for one. Upon the signing of the
TradeXchange Agreements, the holding company issued 14,400,000 shares of
common stock to GM, 7,200,000 shares of which be held in escrow until the GM
TradeXchange has repaid the accumulated investments by both Commerce One and
GM in developing the GM TradeXchange operations. The shares of the holding
company stock issued to GM will generally not be freely transferable for
three (3) years. In addition, the shares will generally be subject to
standstill restrictions that will restrict GM's ability to acquire more than
19.9% of the holding company's outstanding stock during the first three (3)
years of the relationship or more than 25.0% thereafter. GM is also entitled
to certain registration rights with respect to the shares of holding company
stock after the initial three (3) year period. Although the restructuring is
subject to the approval of Commerce One's existing stockholders, in the event
stockholder approval is not obtained, the GM TradeXchange agreements will
remain in place and Commerce One will instead issue 14,400,000 shares of its
existing common stock to GM in exchange for the holding company shares. These
shares of Commerce One common stock will be subject to the same escrow
provisions, standstill and transfer restrictions, and entitled to the same
registration rights, as described above.
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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
Vice President, General Counsel
and Secretary
Date: February 2, 2000
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