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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 27, 2000
IMAGEX.COM, INC.
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(Exact name of registrant specified in its charter)
WASHINGTON 0-78271 91-1727170
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
10210 N.E. POINTS DRIVE, SUITE 200
KIRKLAND, WASHINGTON 98033
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (425) 452-0011
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10800 N.E. 8TH STREET, SUITE 200
BELLEVUE, WASHINGTON 98004
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(Former name and former address, if changed since last report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 27, 2000, ImageX.com, Inc. ("ImageX" or the "Company") acquired
substantially all of the assets of Howard Press Limited Partnership, a Delaware
limited partnership ("Howard Press") in accordance with an Asset Purchase
Agreement dated June 15, 2000 between ImageX, Meadowlands Acquisition Corp., a
New Jersey corporation and wholly owned subsidiary of ImageX, Howard Press and
the partners of Howard Press individually (the "Asset Purchase Agreement").
The Company acquired substantially all of the assets of Howard Press
for 212,623 shares of restricted common stock (totaling $1.4 million at $6.5844
per share (based on the average closing price of the Company's stock, as quoted
on the NASDAQ National Market for the most recent ten (10) trading day period,
ending with the second trading day prior to closing)), and $12.6 million in cash
(paid from the Company's cash on hand), plus the assumption of $5 million of
debt which is being refinanced. The purchase price is subject to post-closing
adjustment depending upon Howard Press's net working capital on the date of
closing. A $1.55 million portion of the purchase price is being held in escrow
to cover any purchase price adjustment and certain indemnification obligations.
The purchase price for Howard Press was determined as a result of arms-length
negotiations between representatives of the Company and Howard Press.
Howard Press, based in Roselle, New Jersey, is a full-service printing
company providing Fortune 1000 companies with a broad range of printing,
publishing and warehousing sources. The Company generally intends to continue
such uses for the assets of Howard Press.
A copy of the Asset Purchase Agreement is filed herewith as Exhibit 2.1
and incorporated by reference herein.
The information that is set forth in the Company's Press Releases dated
June 16, 2000 and June 27, 2000 is filed herewith as Exhibit 99.1 and 99.2 and
is incorporated herein by reference.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) CONSOLIDATED FINANCIAL STATEMENTS OF HOWARD PRESS
Information required pursuant to Rule 3-05(b) of Regulation S-X is not
currently available and will be filed as soon as practicable, but not later than
60 days after the date this Form 8-K must be filed.
(b) PRO FORMA FINANCIAL INFORMATION (UNAUDITED )
Information required pursuant to Article 11 of Regulation S-X is not
currently available and will be filed as soon as practicable, but not later than
60 days after the date this Form 8-K must be filed.
(c) EXHIBITS
(2.1) Asset Purchase Agreement, dated June 15, 2000 among ImageX.com,
Inc., Meadowlands Acquisition Corp., Howard Press Limited Partnership
and the partners thereof, individually.*
(99.1) Press Release dated June 15, 2000.
(99.2) Press Release dated June 27, 2000.
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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.
(Registrant)
By /s/ Robin L. Krueger
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Robin L. Krueger
Chief Financial Officer
Dated: July 12, 2000
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EXHIBIT INDEX
EXHIBIT
(2.1) Asset Purchase Agreement, dated June 15, 2000 among ImageX.com, Inc.,
Meadowlands Acquisition Corp., Howard Press Limited Partnership and the
partners thereof, individually.
(99.1) Press Release dated June 15, 2000.
(99.2) Press Release dated June 27, 2000.
