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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): November 2, 1999
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Razorfish, Inc.
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(exact name of registrant as specified in its charter)
Delaware 000-25847 13-3804503
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
107 Grand Street, 3rd Floor, New York, New York 10013
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(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (212) 966-5960
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N/A
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisitions or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
On November 2, 1999, Razorfish, Inc. ("Razorfish") issued a press
release (which is attached hereto as an Exhibit) announcing that it had
completed the acquisition of International Integration Incorporated ("i-Cube").
Item 6. Resignation of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Item 601(a)
of Regulation S-K
Exhibit No. Description
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99 Press release announcing the completion of the
acquisition of i-Cube, dated November 2, 1999.
Item 8. Change in Fiscal Year
Not applicable.
2
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Item 9. Sales of Equity Securities Pursuant to Regulation S
Not applicable.
3
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
RAZORFISH, INC.
(Registrant)
Dated: November 11, 1999 By: /s/ Jeffrey A. Dachis
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Name: Jeffrey A. Dachis
Title: President and Chief Executive
Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
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99 Press release announcing the completion of the acquisition of
i-Cube, dated November 2, 1999.
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EXHIBIT 99
RAZORFISH COMPLETES I-CUBE ACQUISITION
New York - November 2, 1999 - Razorfish, Inc. (NASDAQ: RAZF), a provider of
digital solutions, today announced that it has completed the acquisition of
i-Cube (International Integration, Inc.), a Boston-based provider of
electronic business transformation services. Shareholders of both companies
today approved the transaction and each share of i-Cube has been exchanged
for 0.875 shares of Razorfish. The combined company, named Razorfish, Inc.
is headquartered in New York City and employs over 1,100 people in 11
cities across seven countries.
About Razorfish
Founded in 1995, Razorfish helps companies reinvent and invent the way they
do business leveraging digital technologies. The company delivers a
complete set of end-to-end solutions including strategy, design, and
technology services across platforms, devices, and networks. With offices
in Amsterdam, Boston, Hamburg, Helsinki, Los Angeles, London, Mannheim, New
York, San Francisco, Stockholm and Oslo, Razorfish employees more than
1,100 people and is headquartered in New York. Recent Razorfish clients
include Nissan, Excite, Ericsson, and Charles Schwab. More information
about Razorfish can be found at http://www.razorfish.com.
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Forward-Looking Statement Disclaimer
Certain statements made in this press release, including statements that
are not a statement of historical fact, may constitute "forward-looking"
statements as defined in the Securities Act of 1933, as amended. Readers
are cautioned that all forward-looking statements involve risks associated
with such factors as our ability to successfully integrate acquisitions,
manage international growth, retain our professionals and other risk
factors identified in our filings with the Securities and Exchange
Commission.
# # #
Media Contacts:
Joe Gavaghan
Lois Paul & Partners
1.781.238.5840
[email protected]
James Pearson
Razorfish, Inc.
1.212.798.6701
[email protected]
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Investor Contact:
Courtney Campbell
Razorfish, Inc.
1.212.798.6706
[email protected]
