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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 6, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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FREEREALTIME.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-27493 84-1408716
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
3333 MICHELSON DRIVE, SUITE 430, IRVINE, CALIFORNIA 92612
(Address of principal executive offices) (Zip Code)
(949) 833-2959
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On June 6, 2000, Freerealtime.com, Inc., a Delaware corporation
("Freerealtime"), and RedChip.com, Inc., a Delaware corporation ("RedChip"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant
to the Merger Agreement, and subject to the conditions set forth therein
(including approval of the transaction by the stockholders of RedChip), RedChip
will be merged with and into a wholly-owned subsidiary of Freerealtime (the
"Merger"). Following the Merger, RedChip will survive as a wholly-owned
subsidiary of Freerealtime. In connection with the Merger, holders of
outstanding shares of RedChip common stock will receive, in exchange for each
share of RedChip common stock held by them, .40195749 (the "Exchange Ratio")
shares of Freerealtime common stock, subject to adjustment as provided in the
Merger Agreement.
The Merger Agreement is attached as Exhibit 2.1. On June 7, 2000,
Freerealtime and RedChip issued a joint press release regarding the Merger
Agreement, which is attached as Exhibit 99.1.
ITEM 7(c). EXHIBITS.
See Exhibit Index.
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SIGNATURES
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.
Freerealtime.com, Inc.
Date: June 13, 2000 By: /s/ Brad G. Gunn
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Brad G. Gunn
President and Co-Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Number Exhibit Description
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2.1 Agreement and Plan of Merger dated as of June 6, 2000, by and
among RedChip.com, Inc., a Delaware corporation, and
Freerealtime.com, Inc., a Delaware corporation
99.1 Joint press release dated June 7, 2000
