<PAGE>
WASHINGTON, D.C. 20549
------------------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 21, 1999
------------------------------
Date of Report
(Date of earliest event reported)
IMAGEX.COM, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Washington 0-78271 91-1727170
- ---------------------------- --------------------- -------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
10800 N.E. 8th Street, Suite 200
Bellevue, Washington 98004
- --------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
(425) 452-0011
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
This Amendment No. 1 to the Current Report on Form 8-K dated
September 30, 1999 of ImageX.com, Inc. ("ImageX") relates to ImageX's
completion of an acquisition of 100% of the outstanding capital stock of
Image Press, Inc. from Stanley F. and Marina Lynne Poitras, individually and
as Trustees of the Poitras Family Trust Dated November 22, 1993, and Glen R.
and Anne S. Douglas, as community property, the shareholders of Image Press,
Inc., pursuant to a Stock Purchase Agreement among ImageX, Image Press and
the shareholders of Image Press. The purpose of this amendment is to amend
Item 7 to provide the financial statements of Image Press required by Item
7(a) of Form 8-K and the pro forma financial information required by Item
7(b) of Form 8-K, which information was impracticable to provide at the time
ImageX filed the Current Report on Form 8-K dated September 30, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
ImageX.com, Inc.
In our opinion, the accompanying balance sheet and the related
statements of operations, of changes in shareholders' equity and of cash
flows present fairly, in all material respects, the financial position of
Image Press, Inc. (the Company) at December 31, 1998, and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1998 in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards, which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed above.
San Francisco, California
November 1, 1999
<PAGE>
IMAGE PRESS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, 1998 June 30, 1999
ASSETS (unaudited)
- ------
<S> <C> <C>
Current assets:
Cash $ 652 $ 76,889
Accounts receivable - trade 820,313 1,055,887
Other receivables 3,829 1,397
Inventories 66,770 37,781
Prepaid expenses 21,965 25,718
--------------------------------
Total current assets 913,529 1,197,672
Property and equipment, net 83,783 80,426
Other assets 86,500 3,500
--------------------------------
Total Assets $1,083,812 $1,281,598
--------------------------------
--------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Short-term bank borrowings $ - $ 110,000
Notes payable to shareholders 202,094 61,086
Trade accounts payable 228,315 368,548
Accrued liabilities 210,385 213,167
--------------------------------
Total current liabilities 640,794 752,801
--------------------------------
Commitments (Note 6)
Shareholders' equity:
Common stock, no par value, 2,500 shares authorized,
200 shares issued and outstanding 20,000 20,000
Retained earnings 423,018 508,797
--------------------------------
Total shareholders' equity 443,018 528,797
--------------------------------
Total liabilities and shareholders' equity $1,083,812 $1,281,598
--------------------------------
--------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 3
<PAGE>
IMAGE PRESS, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 SIX MONTH PERIOD ENDED JUNE 30
(UNAUDITED)
1997 1998 1998 1999
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $4,878,778 $6,555,393 $3,104,145 $3,806,609
Cost of sales 3,621,172 4,323,649 1,999,172 2,686,850
-------------------------------------------------------------
Gross profit 1,257,606 2,231,744 1,104,973 1,119,759
-------------------------------------------------------------
Operating expenses:
General and administrative 586,227 771,745 345,115 387,207
Selling and marketing 695,471 897,645 464,625 455,847
-------------------------------------------------------------
1,281,698 1,669,390 809,740 843,054
-------------------------------------------------------------
Income (loss) from operations (24,092) 562,354 295,233 276,705
-------------------------------------------------------------
Other income (expense):
Interest expense (38,243) (25,118) (13,507) (9,355)
Other income (expense), net 8,068 8,362 4,958 1,958
-------------------------------------------------------------
(30,175) (16,756) (8,549) (7,397)
-------------------------------------------------------------
Net income (loss) $ (54,267) $ 545,598 $ 286,684 $ 269,308
-------------------------------------------------------------
-------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 4
<PAGE>
IMAGE PRESS, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Total
Common Stock Shareholders'
------------------------ Retained equity
Shares Amount Earnings (deficit)
-------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1996 200 $20,000 $ (18,313) $ 1,687
Net loss - - (54,267) (54,267)
Distributions - - - -
-------------------------------------------------------
Balance, December 31, 1997 200 20,000 (72,580) (52,580)
Net income - - 545,598 545,598
Distributions - - (50,000) (50,000)
-------------------------------------------------------
Balance, December 31, 1998 200 20,000 423,018 443,018
Net income (unaudited) - - 269,308 269,308
Distributions (unaudited) - - (183,529) (183,529)
-------------------------------------------------------
Balance, June 30, 1999 (unaudited) 200 $20,000 $ 508,797 $ 528,797
-------------------------------------------------------
-------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 5
<PAGE>
IMAGE PRESS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended Six month period ended
December 31 June 30
----------------------------------------------------
1997 1998 1998 1999
----------------------------------------------------
(unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $(54,267) $ 545,598 $ 286,684 $ 269,308
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation 26,289 42,248 21,443 8,295
(Increase) decrease in:
Accounts receivable - trade 368,373 (586,344) (506,693) (235,574)
Other receivables 3,096 (3,829) - 2,432
Inventories 13,485 (45,305) (32,514) 28,989
Prepaid expenses (185) (4,153) (10,098) (3,753)
Increase (decrease) in:
Trade accounts payable (63,425) 36,664 142,567 140,233
Accrued liabilities (32,497) (12,475) 114,746 2,782
----------------------------------------------------
Net cash provided by (used in) operating
activities 260,869 (27,596) 16,135 212,712
----------------------------------------------------
Cash flows from investing activities:
Purchase of property and equipment (38,615) (45,593) (3,000) (4,938)
Purchase of investments - (72,000) - -
----------------------------------------------------
Net cash used in investing activities (38,615) (117,593) (3,000) (4,938)
----------------------------------------------------
Cash flows from financing activities:
Net proceeds from (repayments of) short-term (18,853) - - 110,000
borrowings
Repayment of notes payable to shareholders (72,927) (102,696) (55,323) (141,008)
Distributions to shareholders - (50,000) - (100,529)
----------------------------------------------------
Net cash used in financing activities (91,780) (152,696) (55,323) (131,537)
----------------------------------------------------
Net increase (decrease) in cash 130,474 (297,885) (42,188) 76,237
Cash at beginning of period 168,063 298,537 298,537 652
----------------------------------------------------
Cash at end of period $298,537 $ 652 $ 256,349 $ 76,889
----------------------------------------------------
----------------------------------------------------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 38,243 $ 25,118 $ 13,507 $ 9,355
----------------------------------------------------
----------------------------------------------------
Non-cash investing and financing activities:
Distribution of other assets to shareholders $ - $ - $ - $ 83,000
----------------------------------------------------
----------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 6
<PAGE>
IMAGE PRESS, INC.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Image Press, Inc. (the Company) is a California corporation formed
in August 1986. The Company is a broker of printed paper products. Customers
are located in the Western United States, primarily in California.
On September 21, 1999, 100% of the Company's common stock was sold
to ImageX.com, Inc. (see Note 8).
The unaudited interim financial statements as of June 30, 1999 and
for the six month periods ended June 30, 1998 and 1999 have been prepared in
accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the
information and disclosures required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for
the six month period ended June 30, 1999 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1999.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and highly liquid
temporary investments with original maturity dates of three months or less.
There were no cash equivalents at December 31, 1998 and June 30, 1999
(unaudited).
INVENTORIES
Inventories include all third party direct costs incurred relating
to undelivered products.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost and are depreciated using
a diminishing balance method over the estimated service lives. Minor repairs
and maintenance, which do not improve or extend the lives of assets, are
expensed as incurred. Major renewals are capitalized. When assets are retired
or otherwise disposed of, the cost and related accumulated depreciation are
removed from the accounts and any gain or loss is recognized in operations.
Estimated services lives are as follows:
<TABLE>
<CAPTION>
Asset class Service lives
----------- ---------------------
<S> <C>
Vehicles 5 years
Furniture and fixtures 7 years
Computer equipment 5 years
Office equipment 5 years
</TABLE>
Page 7
<PAGE>
REVENUE RECOGNITION
The Company recognizes revenue upon shipment of product.
ADVERTISING
Advertising and promotion costs are expensed as incurred and totaled
approximately $1,535 and $1,541 for the years ended December 31, 1997 and
1998, respectively.
INCOME TAXES
At January 1, 1996, the Company, with the consent of its
shareholders, has elected to be taxed under the provisions of Subchapter S of
the Internal Revenue Code and generally does not pay Federal and State
corporation income taxes. In lieu of corporate income taxes, the shareholders
of an S corporation are taxed on their proportionate share of the Company's
taxable income. Therefore, the shareholder reports the taxable income or loss.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
CONCENTRATION OF CREDIT RISK
The Company reviews the credit histories of potential customers
prior to extending credit and maintains allowances for potential credit
losses. No allowances were recorded at December 31, 1998 and June 30, 1999
(unaudited) based on management's assessment of credit losses. Sales to the
largest customer were 16% and 11% for the years ended December 31, 1997 and
1998, respectively. Of the accounts receivable balance this customer
represented 10% of the balance at December 31, 1998.
2. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
<TABLE>
<CAPTION>
December 31,1998 June 30,1999
(unaudited)
<S> <C> <C>
Vehicles $ 72,424 $ 72,424
Furniture and fixtures 59,189 61,555
Computer equipment 186,620 189,192
Office equipment 46,657 46,657
---------------------------------
364,890 369,828
Less accumulated depreciation (281,107) (289,402)
---------------------------------
$ 83,783 $ 80,426
---------------------------------
---------------------------------
Page 8
<PAGE>
</TABLE>
As of December 31, 1998, approximately $198,186 of fully depreciated
property and equipment remained in service. Depreciation expense was $26,289,
$42,248, $21,443 and $8,295 for the years ended December 31, 1997 and 1998
and the six month periods ended June 30, 1998 and 1999 (unaudited),
respectively.
3. OTHER ASSETS
Included in other assets at December 31, 1998 is an investment in a
non-marketable equity security of $72,000 and a club membership of $11,000.
These assets are carried at cost. No income or loss has been recognized to
date on these assets. These assets were distributed to the shareholders
during the six month period ended June 30, 1999 (unaudited) (Note 8).
4. SHORT TERM BANK BORROWINGS
On May 27, 1997, the Company entered into a $250,000 bank line of
credit with Union Bank of California. As of December 31, 1998, $250,000 was
available to be drawn under the line of credit. The line, which is guaranteed
by the Company's shareholders, accrues interest at 1.5% above the bank's
reference rate (10% at December 31, 1998) and is collateralized by accounts
receivable, inventories, and equipment. The line of credit expires on
November 30, 1999.
5. NOTES PAYABLE TO SHAREHOLDERS
Notes payable to shareholders are uncollateralized, bearing interest
at 10% per annum with interest payable quarterly. These notes were repaid in
full following the six month period ended June 30, 1999 (unaudited) (Note 8).
Interest expense on the Notes was $37,146, $24,526, $13,263 and $7,628 for
the years ended December 31, 1997 and 1998 and the six month periods ended
June 30, 1998 and 1999 (unaudited), respectively.
6. LEASE OBLIGATIONS
The Company leases its premises under an operating lease. In
addition to the base rents, the Company is also responsible for property
taxes and related insurance expenses. The facility lease is noncancelable and
expires in July 2001. Total lease expense under this agreement was $58,625,
$71,881, $37,514 and $37,036 for the years ended December 31, 1997 and 1998,
and the six month periods ended June 30, 1998 and 1999 (unaudited),
respectively.
The Company is also obligated under terms of noncancelable operating
leases for equipment, expiring in January 2001. Total lease expense under
these leases was $2,200 for the years ended December 31, 1997 and 1998,
respectively.
Page 9
<PAGE>
The following is a schedule of future minimum lease payments under
leases that have initial or remaining noncancelable lease terms in excess of
one year as of December 31, 1998.
<TABLE>
<CAPTION>
Premises Equipment
lease leases
----------------------------
<S> <C> <C>
1999 $ 73,860 $2,200
2000 73,860 2,200
2001 43,085 183
----------------------------
$190,805 $4,583
----------------------------
----------------------------
</TABLE>
7. EMPLOYEE BENEFIT PLAN
Effective January 1, 1993, the Company established a 401(k) profit
sharing plan (the Plan) covering all eligible employees who meet certain age
and service requirements. Participants are allowed to defer the lesser of 25%
of their annual compensation or $30,000 under the Plan. Employer
contributions are made to the Plan at the discretion of the Company's Board
of Directors up to a maximum of 15% of each employee's eligible salary.
Contributions made by the Company totaled $41,500 and $46,037 for the years
ended December 31, 1997 and 1998, respectively. The Plan includes
professionally managed investment funds that are invested at the discretion
of individual Plan members, and a professional third-party plan
administrator. As a participant-driven plan, under Internal Revenue Code
Section 404(c), the Company is effectively relieved of liability for losses
that result from individual participant investment decisions.
In September 1999 (unaudited) following the sale of the Company
(Note 8), the Plan was terminated without further liability to the Company.
No employer contributions were made in 1999 and the plan funds may be
transferred into the ImageX.com plan from January 1, 2000, at the discretion
of each member of the Plan.
8. SALE OF THE COMPANY (UNAUDITED)
On September 21, 1999, the shareholders sold 100% of the Company's
common stock to ImageX.com, Inc. Prior to the sale, the Company distributed
cash totaling $77,611 to the shareholders. In addition, the notes payable to
shareholders were repaid in full.
Page 10
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION
The proforma condensed balance sheet at September 30, 1999 already
reflects the acquisitions of Fine Arts Engravers Company, Inc. and Image
Press, Inc. The unaudited pro forma condensed statement of operations is
based on individual historical results of operations of ImageX.com, Inc.,
Fine Arts Engravers Company, Inc. and Image Press, Inc. for the year ended
December 31, 1998 and for the nine months ended September 30, 1999, after
giving effect to the acquisition of Fine Arts Engravers Company, Inc. and
Image Press, Inc. as if it had occurred at the beginning of each of the
periods presented.
The proforma condensed balance sheet and unaudited pro forma
condensed statement of operations should be read in conjunction with the
historical financial statements and notes thereto of ImageX.com, Inc., Fine
Arts Engravers Company, Inc. and Image Press, Inc. The proforma condensed
balance sheet and unaudited pro forma condensed statement of operations are
presented for illustrative purposes only and are not necessarily indicative
of results of operations that would have actually occurred had the
acquisition of Fine Arts Engravers Company, Inc. and Image Press, Inc. been
effected on the dates assumed.
Page 11
<PAGE>
IMAGE PRESS, INC.
PRO FORMA CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30,
1999
(ACTUAL)
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 27,255,626
Accounts receivable 3,318,694
Inventories 723,003
Prepaid expenses and other current assets 960,318
------------
Total current assets 32,257,641
Property and equipment, net 5,173,413
Goodwill, net 2,265,751
Other assets 2,053,072
------------
Total assets $ 41,749,877
------------
------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 3,018,913
Accrued liabilities 1,194,582
------------
Total current liabilities 4,213,495
------------
Commitments
Shareholders' equity
Common stock 167,006
Additional paid-in capital 62,106,947
Unearned compensation (1,094,082)
Notes receivable from shareholders (220,000)
Accumulated deficit (23,423,489)
------------
Total shareholders' equity 37,536,382
------------
Total liabilities and shareholders' equity $ 41,749,877
------------
------------
</TABLE>
Page 12
<PAGE>
IMAGE PRESS, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
-------------------------------------------------------------------
FINE ARTS PRO FORMA
IMAGEX.COM, ENGRAVERS IMAGE ADJUSTMENTS
INC. COMPANY, INC. PRESS, INC. (NOTE 1) PRO FORMA
----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Revenues $ 968,028 $10,460,334 $6,555,393 - $17,983,755
Cost of sales 997,713 7,127,106 4,323,649 $ 151,559 12,600,027
----------- ------------ ----------- ------------ -----------
Gross profit (loss) (29,685) 3,333,228 2,231,744 (151,559) 5,383,728
----------- ------------ ----------- ------------ -----------
Operating expenses
General and
administrative 3,413,093 2,363,046 771,745 326,169 6,874,053
Selling and marketing 2,182,311 528,474 897,645 - 3,608,430
Research and development 2,550,926 - - - 2,550,926
Amortization of unearned
compensation 378,507 - - - 378,507
Amortization of goodwill - - - 204,110 204,110
----------- ------------ ----------- ------------ -----------
Total operating expense 8,524,837 2,891,520 1,669,390 530,279 13,616,026
----------- ------------ ----------- ------------ -----------
Income (loss) from
operations (8,554,522) 441,708 562,354 (681,838) (8,232,298)
Other expense, net (46,346) (245,722) (16,756) - (308,824)
----------- ------------ ----------- ------------ -----------
Net (loss) income before
taxes (8,600,868) 195,986 545,598 (681,838) (8,541,122)
State income tax expense - 15,405 - - 15,405
----------- ------------ ----------- ------------ -----------
Net (loss) income (8,600,868) $ 180,581 $ 545,598 $(681,838) (8,556,527)
------------ ----------- ------------
------------ ----------- ------------
Preferred stock accretion (221,467) (221,467)
----------- -----------
Net loss used in
calculating
loss per share $(8,822,335) $(8,777,994)
----------- -----------
----------- -----------
Basic and diluted net
loss per share $ (7.27) $ (6.63)
----------- -----------
----------- -----------
Weighted-average shares
outstanding 1,213,591 1,323,735
----------- -----------
----------- -----------
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1999
---------------------------------------------------------------------
FINE ARTS
ENGRAVERS IMAGE PRO FORMA
COMPANY, INC. PRESS, INC. ADJUSTMENTS
ACTUAL (3.5 MONTHS) (8.5 MONTHS) (NOTE 1) PRO FORMA
------------ ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 6,645,756 $2,525,463 5,359,439 $ (37,135) $ 14,493,523
Cost of sales 4,986,133 1,814,207 3,709,425 69,202 10,578,967
------------ ------------- ------------ ----------- ------------
Gross profit (loss) 1,659,623 711,256 1,650,014 (106,337) 3,914,556
------------ ------------- ------------ ----------- ------------
Operating expenses
General and
administrative 5,660,440 615,671 968,348 215,177 7,459,636
Selling and marketing 3,777,303 133,842 326,690 - 4,237,835
Research and development 2,050,969 - - - 2,050,969
Amortization of unearned
compensation 945,914 - - - 945,914
Amortization of goodwill 78,915 - - 96,252 175,167
------------ ------------- ------------ ----------- ------------
Total operating expense 12,513,541 749,513 1,295,038 311,429 14,869,521
------------ ------------- ------------ ----------- ------------
Income (loss) from
operations (10,853,918) (38,257) 354,976 (417,766) (10,954,965)
Other expense, net 64,016 (47,104) (9,561) - 7,351
------------ ------------- ------------ ----------- ------------
Net (loss) income before
taxes (10,789,902) (85,361) 345,415 (417,766) (10,947,614)
State income tax expense - - 28,870 - 28,870
------------ ------------- ------------ ----------- ------------
Net (loss) income (10,789,902) $ (85,361) $ 316,545 $(417,766) (10,976,484)
------------- ------------ -----------
------------- ------------ -----------
Preferred stock accretion (83,613) (83,613)
------------ ------------
Net loss used in
calculating
loss per share $(10,873,515) $(11,060,097)
------------ -----------
------------ -----------
Basic and diluted net
loss per share $ (2.76) $ (2.76)
----------- -----------
----------- -----------
Weighted-average shares
outstanding 3,935,641 4,004,628
----------- -----------
----------- -----------
</TABLE>
Note 1 - The unaudited statements of operations give effect to the following
pro forma adjustments necessary to reflect the acquisition of Fine
Arts and Image Press as it occurred at the beginning of the period:
(a) The amortization of goodwill over a period of 10 years
(b) The additional depreciation expense recorded to cost of sales and
general and administrative expense for the increase in the value
of the property and equipment acquired.
Page 13
<PAGE>
(c) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
10.1 Stock Purchase Agreement dated September 21, 1999 among ImageX.com, Inc.,
Stanley F. and Marina Lynne Poitras, individually and as Trustees of the
Poitras Family Trust Dated November 22, 1993, Glen R. and Anne S. Douglas,
as community property*
------------------------------------------------------------------------------------------------------
</TABLE>
* Previously filed.
Page 14
<PAGE>
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 hereunto duly authorized.
IMAGEX.COM, INC.
Dated: November 15, 1999 By: /s/ Robin L. Krueger
-----------------------
Robin L. Krueger
Chief Financial Officer
Page 15
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
10.1 Stock Purchase Agreement dated September 21,
1999 among ImageX.com, Inc., Stanley F. and
Marina Lynne Poitras, individually and as
Trustees of the Poitras Family Trust Dated
November 22, 1993, Glen R. and Anne S.
Douglas, as community property*
-------------------------------------------------------------------------
</TABLE>
* Previously filed.
Page 16
