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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
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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 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements and exhibits are filed as part of
this report.
(a) FINANCIAL STATEMENTS OF APPNET, INC.
On June 20, 2000, Commerce One entered into an Agreement and Plan of
Merger and Reorganization, dated as of June 20, 2000, by and among Commerce
One, Inc., a Delaware Corporation, Constitution Acquisition Corporation, a
Delaware Corporation and a wholly owned subsidiary of Commerce One, and
AppNet, Inc., a Delaware Corporation, pursuant to which Constitution will
merge with and into AppNet, Inc. and become a wholly-owned subsidiary of
Commerce One.
Included herein as Exhibit 99.1 to this Current Report on Form 8-K
are the audited consolidated balance sheets of AppNet, Inc. as of December
31, 1999 and 1998, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years then ended, and the notes
to these audited consolidated financial statements.
Also included herein as Exhibit 99.2 to this Current Report on Form
8-K are the consolidated balance sheets of AppNet, Inc. as of March 31, 2000
unaudited and December 31, 1999, the related unaudited consolidated
statements of operations and cash flows for the three months ended March 31,
2000 and 1999, and the notes to these unaudited consolidated financial
statements.
(b) PRO FORMA FINANCIAL INFORMATION
(1) The following documents of Commerce One appear as
Exhibit 99.3 to this Current Report on Form 8-K and
are incorporated herein by reference.
(i) Unaudited Pro Forma Condensed Combined
Balance Sheet as of March 31, 2000;
(ii) Unaudited Pro Forma Condensed Combined
Statements of Operations for the Three
Months Ended March 31, 2000;
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(iii) Unaudited Pro Forma Condensed Combined
Statements of Operations for the Year Ended
December 31, 1999; and
(iv) Notes to the Unaudited Pro Forma
Condensed Combined Financial Information.
(c) EXHIBITS
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Exhibit
Number Description
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23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
99.1 Audited Consolidated Financial Statements of AppNet, Inc. as of December 31, 1999 and 1998
99.2 Unaudited Consolidated Financial Statements of AppNet, Inc. as of March 31, 2000 and 1999
99.3 Unaudited Pro Forma Condensed Combined Financial Information of Commerce One, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pleasanton,
California, on July 28, 2000.
COMMERCE ONE, INC.
By: /s/ Robert M. Tarkoff
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Name: Robert M. Tarkoff
Title: Senior Vice President, Corporate
Development and General Counsel
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INDEX TO EXHIBITS
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Exhibit
Number Description
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23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
99.1 Audited Consolidated Financial Statements of AppNet, Inc. as of December 31, 1999 and 1998
99.2 Unaudited Consolidated Financial Statements of AppNet, Inc. as of March 31, 2000 and 1999
99.3 Unaudited Pro Forma Condensed Combined Financial Information of Commerce One, Inc.
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