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): November 29, 2000
(November 16, 2000)
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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.
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Item 2. Acquisition or Disposition of Assets.
On November 16, 2000, barnesandnoble.com inc., a Delaware corporation (the
"Company"), and Fatbrain.com, Inc., a Delaware corporation ("Fatbrain"),
completed their previously announced merger (the "Merger") pursuant to the terms
of an Agreement and Plan of Merger, dated as of September 13, 2000, by and
between the Company and Fatbrain (the "Merger Agreement") providing for the
acquisition of Fatbrain for approximately $64 million. In accordance with the
terms of the Merger Agreement, the stockholders of Fatbrain, in exchange for
each share of Fatbrain common stock, will be entitled to receive $1.0625 in cash
and .8557 shares of the Company's Class A Common Stock, $.001 par value per
share.
The Company, a holding company whose sole asset is an equity interest in
barnesandnoble.com llc and whose sole business is acting as the manager of
barnesandnoble.com llc, received the cash portion of the merger consideration
(approximately $15,400,000) from barnesandnoble.com llc in exchange for shares
of the Company's Class A Common Stock.
The Merger was approved by the shareholders of each of the Company and
Fatbrain at their respective special meetings held on November, 16, 2000. The
surviving company in the Merger is the Company. Immediately following the
completion of the Merger, the operations of Fatbrain were contributed to
Fatbrain LLC, a newly-formed, wholly-owned subsidiary of the Company, which
subsidiary was then transferred to barnesandnoble.com llc.
The terms and conditions of the Merger are more fully described in the
Merger Agreement, which is incorporated by reference as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on September 26, 2000.
Item 7. Financial Statements and Exhibits.
(a) and (b). Financial Statements.
The financial statements of the business acquired and the pro-forma
financial information is hereby incorporated herein by reference to the
Company's Proxy Statement on Schedule 14-A, filed on October 20, 2000.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of September 13,
2000, by and between barnesandnoble.com inc. and
Fatbrain.com, Inc. (incorporated herein by reference to
Exhibit 2.1 in barnesandnoble.com inc.'s Current Report on
Form 8-K, filed on September 26, 2000)
99.1 Press release, dated November 16, 2000, announcing
completion of the acquisition of Fatbrain.com, Inc. by
barnesandnoble.com 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 thereunto duly authorized.
barnesandnoble.com inc.
(Registrant)
By:/s/ Marie J. Toulantis
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Name: Marie J. Toulantis
Title: Chief Financial Officer
Date: November 29, 2000
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EXHIBIT INDEX
EXHIBIT NO.
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2.1 Agreement and Plan of Merger, dated as of September 13,
2000, by and between barnesandnoble.com inc. and
Fatbrain.com, Inc. (incorporated herein by reference to
Exhibit 2.1 in barnesandnoble.com inc.'s Current Report on
Form 8-K, filed on September 26, 2000)
99.1 Press release, dated November 16, 2000, announcing
completion of the acquisition of Fatbrain.com, Inc. by
barnesandnoble.com inc.
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