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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 17, 1999
PROXICOM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25741 52-1770631
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
11600 Sunrise Valley Drive, Reston, Virginia 20191
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 262-3200
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 17, 1999, Proxicom, Inc. ("Proxicom") and Merrill Lynch,
Pierce, Fenner & Smith, Incorporated ("Merrill Lynch") entered into an agreement
amending and supplementing an existing Agreement for Professional Services dated
April 15, 1997, between Proxicom and Merrill Lynch (the existing agreement, as
amended, the "Agreement"). Pursuant to the terms of the Agreement, Proxicom will
provide assistance to Merrill Lynch in the design, development and
implementation of several major Internet-based solutions targeted at corporate
and institutional clients. The Agreement is expected to run until at least
December 31, 2000.
In exchange for the services provided by Proxicom to Merrill Lynch
pursuant to the Agreement, Merrill Lynch has agreed to pay to Proxicom fees on a
time and materials basis at agreed upon rates. Based upon initial indications of
demand for Proxicom's services under the Agreement from Merrill Lynch, Proxicom
expects to deploy full-time staff of approximately 45 to 65 professionals to
render services to Merrill Lynch for the projects under the Agreement.
The Agreement contains certain provisions that would permit Merrill
Lynch to terminate the Agreement and that provide for the payment of
redeployment fees to Proxicom in certain cases of termination or project
reduction.
The matters discussed in this Form 8-K include "forward-looking statements,"
under the Private Securities Litigation Reform Act of 1995. Statements in this
filing regarding Proxicom, Inc.'s business which are not historical facts are
forward-looking statements that involve risks and uncertainties. While
forward-looking statements are sometimes presented with numerical specificity,
they are based on various assumptions made by management regarding future
circumstances over many of which Proxicom has little or no control. For a
discussion of such risks and uncertainties, which could cause actual results to
differ from those contained in the forward-looking statements in this filing,
see the "Risk Factors" section in the company's prospectus dated April 19, 1999.
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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.
PROXICOM, INC.
Date: July 16, 1999 By:/s/ Kenneth J. Tarpey
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Kenneth J. Tarpey
Senior Vice President, Chief Financial
Officer and Treasurer
