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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
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June 21, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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IMAGEX.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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WASHINGTON 0-78271 91-1727170
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
10210 NE POINTS DRIVE, 2ND FL., KIRKLAND, WA 98033
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (425) 576-6500
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INAPPLICABLE
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 21, 2000, ImageX.com, Inc. (the "Company") acquired 100% of
creativepro.com, Inc., an Oregon corporation ("creativepro") pursuant to an
Agreement and Plan of Merger dated March 18, 2000, as amended May 20, 2000,
among the Company, Columbia Acquisition Corp., an Oregon corporation and wholly
owned subsidiary of the Company, creativepro, and Standish O'Grady as
shareholder representative (the "Merger Agreement"). By the terms of the Merger
Agreement, creativepro merged with and into Columbia Acquisition Corp.
Headquartered in Portland, Oregon, creativepro is a vertical Web portal
that provides online information, products and e-services that address the core
needs of creative professionals within the print and Web publishing communities.
As a one-stop resource for creative professionals, creativepro.com delivers a
wide range of industry-specific features including news and product reviews, and
products and services that make the process of creating, editing, assembling and
managing digital content for print and electronic publishing more productive and
efficient.
Upon effectiveness of the Merger on June 21, 2000, the shareholders of
creativepro received a total of 3,541,137 unregistered shares of Company common
stock along with $11.5 million in cash.
Options to purchase creativepro common stock were assumed by the
Company and converted into options to purchase a total of approximately 748,539
shares of Company common stock on the same vesting terms and on substantially
the same other terms and conditions of creativepro's stock option plan. The
exercise price of each creativepro option assumed was proportionately adjusted.
Warrants to purchase creativepro common stock were assumed by the
Company and converted into warrants to purchase a total of approximately 17,402
shares of Company common stock on the same terms and conditions as were
applicable under such assumed warrants. The exercise price of each creativepro
warrant assumed was proportionately adjusted.
There were no relationships prior to the merger between creativepro or
any of its shareholders and the Company or any of its affiliates, any director
or officer of the Company or any associate of any such director or officer.
A copy of the Merger Agreement is filed herewith as Exhibit 10.1 and
incorporated by reference herein.
The information that is set forth in the Company's Press Releases dated
June 22, 2000 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
(1) Information required pursuant to Rule 3-05 (b) of Regulation
S-X is not currently available and will be filed on or before
August 19, 2000.
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(b) PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(1) Information required pursuant to Article 11 of Regulation S-X
is not currently available and will be filed on or before
August 19, 2000.
(c) EXHIBITS
10.1 Amended and Restated Agreement and Plan of Merger among ImageX.com,
Inc., Columbia Acquisition Corp., and creativepro.com, Inc., and
Shareholder Representative dated May 20, 2000.*
99.1 Text of Press release dated June 22, 2000, regarding the completion of
the acquisition of creativepro.com, Inc.
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* The Company hereby undertakes to furnish supplementally a copy of omitted
exhibits to the Commission upon request.
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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.
IMAGEX.COM, INC.
By: /s/ ROBIN L. KRUEGER
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Robin L. Krueger
Chief Financial Officer
Dated: June 30, 2000
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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10.1 Amended and Restated Agreement and Plan of Merger among ImageX.com,
Inc., Columbia Acquisition Corp., and creativepro.com, Inc., and
Shareholder Representative dated May 20, 2000.*
99.1 Text of Press release dated June 22, 2000, regarding the completion of
the acquisition of creativepro.com, Inc.
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* The Company hereby undertakes to furnish supplementally a copy of omitted
exhibits to the Commission upon request.
