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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
AUGUST 18, 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)
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DELAWARE 000-27493 33-0881720
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
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3333 MICHELSON DRIVE, SUITE 430 92612
IRVINE, CALIFORNIA (Zip Code)
(Address of principal executive
offices)
(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 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 18, 2000, pursuant to that certain Agreement and Plan of
Merger dated as of June 6, 2000 (the "Merger Agreement") by and among
Freerealtime.com, Inc., a Delaware corporation ("Freerealtime"), and
RedChip.com, Inc., a Delaware corporation ("RedChip"), RedChip was merged with a
wholly-owned subsidiary of Freerealtime (the "Merger"). Following the Merger,
RedChip survived as a wholly-owned subsidiary of Freerealtime. The Merger
Agreement was filed previously as Exhibit 2.1 to Freerealtime's Current Report
on Form 8-K dated June 6, 2000.
The Merger Agreement was amended by the First Amendment to Agreement and
Plan of Merger dated as of August 10, 2000 (the "First Amendment"). The First
Amendment modifies certain provisions in the Merger Agreement including
provisions relating to the treatment of the RedChip stock options and the
amendment also adjusts the Exchange Ratio to .3935408.
Upon consummation of the Merger, each outstanding share of common stock,
$ 0.01 par value per share, of RedChip (the "RedChip Common Stock") was
converted into the right to receive .3935408 shares of common stock, $ 0.001 par
value per share, of Freerealtime (the "Freerealtime Common Stock"). It is
expected that up to 3,999,925 shares and certain cash amounts in lieu of
fractional shares of Freerealtime Common Stock will be issued upon conversion of
outstanding shares of RedChip Common Stock. The Merger consideration was
determined based upon negotiations between Freerealtime and RedChip.
In addition, on August 21 , 2000, Freerealtime issued a press release
announcing the consummation of the Merger. The press release is attached as
Exhibit 99.2 hereto.
ITEM 5. OTHER EVENTS
On August 9, 2000 the board of directors of Freerealtime (the "Board")
approved an amendment to the bylaws of Freerealtime which constitutes the whole
Board at not less than three (3) and not more than thirteen (13) members. The
Board elected Byron Roth, Jonathan Mork, Marcus Robins, and further allowed for
the election of another director who will be named later by the Board, to fill
the existing vacancies on the Board. As a result of these elections, the current
Board consists of eleven (11) persons.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired (RedChip.com, Inc.).
At the time of the filing of this Current Report on Form 8-K, it
was impracticable for the Registrant to provide the required financial
statements for the Business Acquired. The Registrant will file such required
financial statements under cover of Form 8-K/A as soon as practicable, but no
later than 60 days following the date of this Report.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
See Exhibit Index on page 3.
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EXHIBIT INDEX
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Exhibit
No. Description
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2.1 Agreement and Plan of Merger dated as of June 6, 2000, between
RedChip.com, Inc., a Delaware corporation, and Freerealtime.com,
Inc., a Delaware corporation, as amended (the "Merger Agreement")
(1)
2.2 First Amendment to the Agreement and Plan of Merger dated as of
August 10, 2000, between Freerealtime.com, Inc., a Delaware
corporation, FRT Merger Sub, Inc., a Delaware corporation, and
RedChip.com, Inc., a Delaware corporation
99.1 Joint Press Release, dated June 7, 2000, issued by
Freerealtime.com, Inc. (1)
99.2 Press Release, dated August 21, 2000, issued by Freerealtime.com,
Inc.
(1) Previously filed as an exhibit to Registrant's Form 8-K filed on
June 14, 2000.
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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: August 31, 2000 By: /s/ Michael Neufeld
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Michael Neufeld
Executive Vice President, Chief
Financial Officer and Secretary
