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
OCTOBER 16, 2000
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(Date of earliest event reported)
WIT SOUNDVIEW GROUP, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 000-26225 13-3900397
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
826 BROADWAY, NEW YORK, NEW YORK 10003
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(Address of principal executive offices, including zip code)
(212) 253-4400
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On October 16, 2000, Wit SoundView Group, Inc. ("Wit SoundView" or
the "Registrant") completed the acquisition of E*OFFERING Corp.
("E*OFFERING"), pursuant to the terms of an Agreement and Plan of Merger
dated as of May 15, 2000 (the "Merger Agreement"), and amended as of
September 26, 2000, by and among Wit SoundView, E*OFFERING and Wit
SoundView Corporation ("Merger Sub"), a wholly owned subsidiary of Wit
SoundView. E*OFFERING merged with and into Merger Sub, with Merger Sub
surviving the merger as a wholly owned subsidiary of Wit SoundView (the
"Merger"). The Merger Agreement is incorporated herein by reference to the
Registration Statement on Form S-4 (File No. 333-42062) of Wit SoundView
filed with the Securities and Exchange Commission in connection with the
Merger.
In the Merger, (i) each share of common stock of E*OFFERING issued
and outstanding immediately prior to the effective time of the Merger (the
"Effective Time") was converted into the right to receive the number of
shares of common stock of Wit SoundView, rounded to the nearest thousandth
of a share (with "5" being rounded upward), equal to 0.668380948; (ii) each
share of E*OFFERING Series A Preferred Stock issued and outstanding
immediately prior to the Effective Time was converted into the right to
receive the number of shares of common stock of Wit SoundView, rounded to
the nearest thousandth of a share (with "5" being rounded upward), equal to
the sum of (A) the quotient derived by dividing the sum of $1.00 plus any
declared but unpaid dividends in respect of such share by $10.25 plus (B)
0.668380948; (iii) each share of E*OFFERING Series B Preferred Stock issued
and outstanding immediately prior to the Effective Time was converted into
the right to receive the number of shares of common stock of Wit SoundView,
rounded to the nearest thousandth of a share (with "5" being rounded
upward), equal to the sum of (A) the quotient derived by dividing the sum
of $4.00 plus any declared but unpaid dividends in respect of such share by
$10.25 plus (B) 0.668380948; and (iv) each share of E*OFFERING Series C
Preferred Stock issued and outstanding immediately prior to the Effective
Time was converted into the right to receive the number of shares of common
stock of Wit SoundView, rounded to the nearest thousandth of a share (with
"5" being rounded upward), equal to the sum of (A) the quotient derived by
dividing the sum of $3.481280502 plus any accrued but unpaid dividends in
respect of such share since the date of issuance thereof, by $10.25 plus
(B) 0.668380948. Pursuant to the provisions of the Merger Agreement, ten
percent (10%) of the shares of common stock of Wit SoundView issued in the
Merger was placed in escrow to secure certain indemnification obligations
under the Merger Agreement, and twenty-five percent (25%) of the shares of
common stock of Wit SoundView issued in the Merger to certain shareholders
was placed in a special escrow fund. Wit SoundView also assumed outstanding
options and warrants to acquire E*OFFERING common stock and converted these
into options and warrants to acquire Wit SoundView common stock at the same
exchange ratio used in the Merger for the outstanding E*OFFERING common
stock. In no event will Wit SoundView be required to issue in excess of
28,486,247 shares of its common stock, in respect of the securities of
E*OFFERING.
No fractional shares of Wit SoundView common stock will be issued
in connection with the Merger. In lieu thereof, any holder of E*OFFERING
shares who would otherwise have been entitled to receive a fractional share
of Wit SoundView common stock will be paid an amount equal to such fraction
times $10.25 without interest. The Merger is intended to qualify as a
tax-free reorganization under the Internal Revenue Code of 1986, as
amended, and is expected to be accounted for using the purchase method of
accounting.
A copy of Wit SoundView's press release announcing the
effectiveness of the Merger is incorporated herein by reference and
included as Exhibit 99.1 hereto.
Item 5. Other Events.
On October 16, 2000, Wit SoundView's stockholders held a special
meeting (the "Special Meeting"). The Board of Directors called the Special
Meeting in order to obtain stockholder approval on the proposed acquisition
of E*OFFERING. The stockholders were asked to approve, and did approve, the
proposed acquisition of E*OFFERING.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Information
The following are incorporated into this document by reference to
the Post-Effective Amendment No. 1 to the Registration Statement on Form
S-4 (File No. 333-42062) of Wit SoundView Group, Inc., filed with the
Securities and Exchange Commission in connection with the Merger:
(i) Independent Auditors Report;
(ii) E*OFFERING Corp. Consolidated Statements of Financial
Condition as of June 30, 2000 (unaudited) and September 30, 1999;
(iii) E*OFFERING Corp. Consolidated Statements of Operations
for the nine months ended June 30, 2000 (unaudited), for the period from
November 13, 1998 (inception) to June 30, 1999 (unaudited), and for the
period from November 13, 1998 (inception) to September 30, 1999;
(iv) E*OFFERING Corp. Consolidated Statements of Cash Flows
for the nine months ended June 30, 2000 (unaudited), for the period from
November 13, 1998 (inception) to June 30, 1999 (unaudited), and for the
period from November 13, 1998 (inception) to September 30, 1999;
(v) E*OFFERING Corp. Consolidated Statements of Changes in
Stockholders' Equity (Deficit) for the nine months ended June 30, 2000
(unaudited), and for the period from November 13, 1998 (inception) to
September 30, 1999; and
(vi) Notes to Consolidated Financial Statements from
November 13, 1998 (Inception) to September 30, 1999 (unaudited with respect
to data as of June 30, 2000 and for the period from November 13, 1998
(inception) to June 30, 1999 and for the nine months ended June 30, 2000).
(b) Pro Forma Financial Information
The following are incorporated into this document by reference to
the Post-Effective Amendment No. 1 to the Registration Statement on Form
S-4 (File No. 333-42062) of Wit SoundView Group, Inc., filed with the
Securities and Exchange Commission in connection with the Merger:
(i) Wit SoundView Group, Inc. Pro Forma Condensed Combined
Statement of Financial Condition as of June 30, 2000 (unaudited);
(ii) Wit SoundView Group, Inc. Pro Forma Condensed Combined
Statement of Operations for the Six Months ended June 30, 2000 (unaudited)
and for the Year ended December 31, 1999 (unaudited);
(iii) Wit SoundView Group, Inc. Pro Forma Condensed Combined
Statement of Operations for the Year ended December 31, 1999 (unaudited);
and
(iv) Notes to Pro Forma Condensed Combined Financial
Statements.
(c) Exhibits.
Exhibit No. Description
99.1 Press release of Wit SoundView Group, Inc., dated
October 16, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended the registrant has caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
WIT SOUNDVIEW GROUP, INC.
Dated: October 31, 2000 By: /s/ Curtis Snyder
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Curtis Snyder
Senior Vice President and
Chief Financial Officer
