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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): August 10, 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 Number) (IRS Employer
of incorporation) 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 August 10, 1999, Razorfish, Inc. issued a press release (which is
attached hereto as an Exhibit) announcing that it had signed an Agreement and
Plan of Merger with International Integration Incorporated and Ray Merger Sub,
Inc., a wholly owned subsidiary of Razorfish, Inc. (the "Agreement and Plan of
Merger") pursuant to which International Integration Incorporated will become a
wholly owned subsidiary of Razorfish, Inc.
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 signing of the Agreement
and Plan of Merger, dated August 10, 1999.
2
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Item 8. Change in Fiscal Year
Not applicable.
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: August 13, 1999 By: /s/ Sue Black
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Name: Sue Black
Title: Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
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99 Press release announcing the signing of the Agreement and
Plan of Merger.
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Exhibit 99.1
Razorfish Merges With i-Cube
Creates Digital Change Management Powerhouse
New York - August 10, 1999 - Razorfish, Inc. (NASDAQ: RAZF), a
provider of Digital Change Management(sm) solutions, today announced that it has
signed a definitive acquisition agreement with i-Cube (NASDAQ: ICUB), a
Cambridge, MA-based provider of electronic business transformation services. The
transaction approved by each company's board of directors, is valued at
approximately $677 million and each share of i-Cube will be exchanged for 0.875
shares of Razorfish. The combined company, named Razorfish, will be
headquartered in New York City and employ over 1000 people in 11 cities across
seven countries.
The transaction combines Razorfish's industry leading Digital Change
Management(sm) service offering with i-Cube's world-class consulting and
integration services. Combined, the company will be able to deliver large scale,
end-to-end digital solutions across platform, network, and device. Each company
brings a highly experienced management team and a roster of global brand name
clients to the newly merged company.
"With this deal, Razorfish significantly enhances our Digital Change
Management(sm) service offering, allowing us to continue revolutionizing the
digital economy across platforms, devices, and networks, from front to back
end," stated Jeff Dachis, chief executive officer and president of Razorfish.
"We have the experience to deliver the most sophisticated and effective
solutions globally, and there are few companies, if any, that will be able to
match our depth, experience, scale, and profitability." "With this combination,
Razorfish will add large-scale legacy back office integration to its Digital
Change Management(sm) services at a time when the market is increasingly
demanding complete, end-to-end e-business solutions," stated Michael Pehl, chief
executive officer of i-Cube. "Our merged company and its solutions will play a
vital role as e-business evolves into the mainstream of global commerce."
Jeff Dachis will remain CEO, president and director of Razorfish.
Michael Pehl will become chief operating officer and a director of Razorfish.
The transaction is expected to be completed during the fall of 1999 and will be
accounted for as a pooling of interests. Razorfish expects the acquisition to be
accretive to earnings in fiscal 1999 and 2000.
i-Cube delivers end-to-end digital strategy, interactive design and
technology services for the world's leading organizations. Founded in 1992 and
headquartered in Cambridge, Massachusetts, i-Cube has offices in Amsterdam,
London, Los Angeles, New York and Mannheim. i-Cube clients include American
Express, Blue Cross Blue Shield of Michigan, Nissan, Shell International, Fortis
and Northrop Grumman. Additional information may be found at http://www.i-
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cube.com/.
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Founded in 1995, Razorfish is a strategic digital communications
company with offices in Hamburg, Helsinki, Los Angeles, London, New York, San
Francisco, Stockholm and Oslo. Razorfish provides Digital Change Management(sm)
strategy, design, and technology services to leading companies and organizations
across the world. Recent Razorfish clients include Bank One, Excite, Ericsson,
KPMG and Charles Schwab. Digital Change
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Management(sm) is a service mark of Razorfish, Inc. All rights reserved. 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 the substantial indebtedness of
the Company, lack of profitable operations, need to manage change in business
strategy, FCC authorizations and other governmental regulations, competition,
physical limitations of wireless cable transmission and other factors set forth
in more detail in the Company's filings with the Securities and Exchange
Commission.
WEBCAST PRESS CONFERENCE AT 11:00 AM (EST)
To attend visit http://www.razorfish.com/announcement.
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(Please click into the website 15 minutes prior to download required software)
Participants may phone in to the press conference by dialing 888-276-0005 in the
US or 612-332-0228 from outside the US.
Contact:
Toby Usnik
Razorfish, Inc.
212.798.6479
[email protected]
Dan McCall
i-Cube
617.250.2775
[email protected]
Joe Gavaghan
Lois Paul & Partners
781.238.5840
[email protected]
