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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
Date of report (Date of earliest event reported): JUNE 7, 2000
ONEMAIN.COM, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-25599 11-3460073
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Indemnification no.)
1860 MICHAEL FARADAY DRIVE, SUITE 200
RESTON, VIRGINIA 20190
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 375-3000
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ITEM 5. OTHER EVENTS.
On June 7, 2000, OneMain.com, Inc., EarthLink, Inc. and a newly formed,
wholly owned subsidiary of EarthLink, Inc. ("Merger Sub") signed an Agreement
and Plan of Merger in which OneMain.com, Inc. will be acquired by Merger Sub for
a combination of cash and shares.
In connection with the Agreement and Plan of Merger, OneMain.com entered
into a Termination Agreement with two private investors who, pursuant to a
Convertible Debenture Purchase Agreement, purchased $12 million in 6.75%
Convertible Debentures and Warrants to purchase common stock of OneMain.com. The
Termination Agreement provides that, at the closing of the merger,
(1) OneMain.com will repurchase, terminate and cancel the Debentures
and Warrants for a premium;
(2) the Convertible Debenture Purchase Agreement, including the
investors' right to purchase up to an additional $20 million in
aggregate principal amount of Debentures, be terminated; and
(3) the related Registration Rights Agreement be terminated.
EarthLink will replace the Warrants with warrants to purchase EarthLink common
stock and enter into a Registration Rights Agreement with the two private
investors. The Termination Agreement is subject to certain customary terms and
conditions.
In addition, Stephen E. Smith, OneMain.com's Chairman and Chief Executive
Officer, Allon Lefever, a Director of OneMain.com and President of OneMain.com's
East Operating Group, Ella Fontanals de Cisneros, a Director of OneMain.com and
M. Cristina Dolan, OneMain.com's Executive Vice President and Chief Content and
Strategic Alliances Officer, who own 1,360,000, 167,296, 1,010,000 and 100,000
shares of OneMain.com common stock, respectively, have entered into a Voting
Agreement pursuant to which each has granted EarthLink an irrevocable proxy to
vote their shares of OneMain.com common stock in favor of the Merger and related
transactions contemplated by the Agreement and Plan of Merger.
The merger is more fully described in the Agreement and Plan of Merger
attached to this Form 8-K as Exhibit 2.1. A copy of the joint press release
issued by the parties announcing the execution of the Agreement and Plan of
Merger is included as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
2.1 Agreement and Plan of Merger by and among OneMain.com,
Inc., EarthLink, Inc. and OM Combination, Inc. dated
June 7, 2000
99.1 Press release
</TABLE>
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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.
ONEMAIN.COM, INC.
By: /s/ KEVIN S. LAPIDUS
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Date: June 16, 2000 Name: Kevin S. Lapidus
Title: Senior Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Agreement and Plan of Merger by and among OneMain.com,
Inc., Earthlink, Inc. and OM Combination, Inc. dated
June 7, 2000
99.1 Press release
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