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): September 26, 2000
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September 13, 2000
barnesandnoble.com 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)
0-26063 13-4048787
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(Commission File Number) (IRS Employer Identification No.)
76 Ninth Avenue, New York, NY 10011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code 212-414-6000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report )
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Exhibit Index appears on page 4 hereof.
<PAGE>
Item 5. Other Events.
On September 13, 2000, barnesandnoble.com inc. (the "Company") and
Fatbrain.com, Inc. ("Fatbrain") executed a definitive Agreement and Plan of
Merger (the "Merger Agreement") providing for the acquisition of Fatbrain
for approximately $64 million. Under the terms of the Merger Agreement, the
stockholders of Fatbrain, in exchange for their shares of Fatbrain common
stock, $.001 par value per share, will receive $4.25 per share as follows:
(i) $1.0625 in cash and (ii) shares of the Company's Class A Common Stock,
$.001 par value per share, equal to $ 3.1875 divided by the Average Closing
Sales Price. The Average Closing Sales Price is defined in the Merger
Agreement as the average of the closing sales price per share of the
Company's Class A Common Stock at 4:00 p.m. (New York time) (as reported by
Bloomberg L.P.) on the NASDAQ National Market for the 10 full trading days
ending on the fifth full trading day immediately prior to the effective time
of the Merger.
Immediately after the Merger, the operations of Fatbrain will be contributed
to a newly-formed, wholly-owned subsidiary of the Company which subsidiary
will then be transferred to barnesandnoble.com llc.
The terms and conditions of the Merger are more fully described in the Merger
Agreement, which is attached as Exhibit 2.1 to this Form 8-K. A copy of the
joint press release issued by the parties announcing the execution of the
Merger Agreement is attached as Exhibit 99.1 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of September 13, 2000,
between barnesandnoble.com inc. and Fatbrain.com, Inc.
2.2 Stockholder Agreement, dated as of September 13, 2000, by and
among barnesandnoble.com inc. and the holders of Fatbrain.com,
Inc. Common Stock parties thereto.
99.1 Press release, dated September 13, 2000, announcing the
execution of the Merger Agreement.
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 thereunto duly authorized.
barnesandnoble.com inc.
(Registrant)
By:/s/
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Name: Marie Toulantis
Title: Chief Financial Officer
Date: September 26, 2000
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EXHIBIT INDEX
EXHIBIT NO.
2.1 Agreement and Plan of Merger, dated as of September 13, 2000,
between barnesandnoble.com inc. and Fatbrain.com, Inc.
2.2 Stockholder Agreement, dated as of September 13, 2000, by and
among barnesandnoble.com inc. and the holders of Fatbrain.com,
Inc. Common Stock parties thereto.
99.1 Press release, dated September 13, 2000, announcing the
execution of the Merger Agreement.
