UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) December 19, 2000
Commission File No. 0-25357
TRAVELNOW.COM INC.
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(Name of Small Business Issuer in its Charter)
Delaware 59-3391244
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(State or other jurisdiction (I.R.S. Employer Identification No.)
Incorporation or organization)
318 Park Central East - Suite 418, Springfield, Missouri 65806
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(Address of Principal Executive Offices) (Zip Code)
(417) 864-3600
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(Issuer's Telephone Number, Including Area Code)
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 19, 2000, TravelNow. Com Inc., a Delware corporation
("TravelNow"), entered into a Confidentiality Agreement with Hotel Reservations
Network, Inc., a Delaware corporation ("HRN"), pursuant to which HRN agreed not
to disclose to any third party confidential information to be provided to it by
TravelNow in connection with TravelNow's possible sale of its business.
On December 29, 2000, TravelNow and HRN entered into an Exclusivity
Agreement whereby TravelNow agreed to negotiate exclusively with HRN during the
period extending from 8:15 p.m. Central Standard Time on December 29, 2000
through 11:59 p.m. Central Standard Time on January 2, 2001. TravelNow further
agreed that, during such period, it would promptly notify HRN of any unsolicited
third party proposals received by TravelNow, so long as such notification did
not violate the terms of any pre-existing agreement to which TravelNow was a
party.
On January 4, 2001, TravelNow and HRN issued a joint press release
announcing that TravelNow and HRN had entered into a definitive Agreement and
Plan of Merger dated as of January 3, 2001 (the "Merger Agreement"), pursuant to
which HRN would acquire all of the outstanding Common Stock of TravelNow that
HRN does not already beneficially own for $4.16 per share in cash. The Merger
Agreement provides that by no later than January 18, 2001, HRN will commence a
tender offer (the "Offer") for all those outstanding shares. The Offer is
subject to customary conditions. The Offer is not subject to receipt of
financing. Upon successful completion of the Offer, the Merger Agreement calls
for a merger pursuant to which any remaining stockholders will receive cash in
the same amount as paid in the Offer. TravelNow will become a wholly-owned
subsidiary of HRN. The acquisition is expected to close by the end of the first
quarter of 2001.
On January 3, 2001, HRN entered into a Stockholder Agreement with a number
of TravelNow stockholders, including officers and directors of TravelNow
(collectively, the "Stockholders"). The Stockholders beneficially own
approximately 40% of TravelNow's outstanding Common Stock. Pursuant to the terms
of the Stockholder Agreement and, subject to certain conditions, the
Stockholders agreed to tender their shares of TravelNow Common Stock in
connection with the terms of the Offer and if an Alternative Transaction (as
defined in the Stockholder Agreement) is consummated, to pay HRN 90% of all
amounts which are received by the Stockholders for each of their shares in
excess of the HRN offer price of $4.16 per share. The Stockholders also agreed
under the terms of the Stockholder Agreement to other customary terms to support
and make effective the consummation of the Offer.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Confidentiality Agreement dated December 20, 2000, by and
among TravelNow.com, Inc. and Hotel Reservations Network,
Inc.(2)
Exhibit 2 Exclusivity Agreement dated December 29, 2000, by and
between TravelNow.Com Inc. and Hotel Reservations Network,
Inc. (2)
Exhibit 3 Agreement and Plan of Merger dated January 3, 2001, by and
among TravelNow.Com Inc., Hotel Reservations Network, Inc.,
and Wonsub, Inc.(2)
Exhibit 4 Form of Stockholder Agreement dated January 3, 2001, by and
among Hotel Reservations Network, Inc., Wonsub, Inc. and
certain stockholders of TravelNow.com Inc.(2)
Exhibit 5 Press Release, dated as of January 4, 2001(1)
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(1) Previously filed as an exhibit to Initial Solicitation Statement filed
by the Reporting Person on January 4, 2001, and incorporated herein by
reference.
(2) Filed herewith.
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.
TRAVELNOW.COM INC.
Date: January 10, 2001 By: /s/ Jeff Wasson
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Name: Jeffrey A. Wasson
Title: Chief Executive Officer
