UNITED STATES
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): June 26, 2000
Netgateway, Inc.
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(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 000-27941 87-0591719
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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300 Oceangate, 5th Floor, Long Beach, CA 90802
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (562) 506-4600
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On June 26, 2000, the transactions contemplated by the Agreement and Plan
of Merger dated as of March 10, 2000 (the "Merger Agreement") between and among
Netgateway, Inc., a Delaware corporation ("Netgateway"), Galaxy Acquisition
Corp., a Delaware corporation ("Acquisition") and wholly owned subsidiary of
Netgateway and Galaxy Enterprises, Inc., a Nevada corporation ("Galaxy"), were
consummated.
The terms of the Merger Agreement were determined in arms-length
negotiations between Netgateway and Galaxy. Pursuant to the Merger Agreement, on
June 26, 2000, following the approval of Netgateway's stockholders at a special
meeting of stockholders and the approval of Galaxy's stockholder's at a special
meeting of stockholders, each of which was held on June 21, 2000, Acquisition
merged with and into Galaxy (the "Merger"), with Galaxy continuing as the
surviving corporation and becoming a wholly owned subsidiary of Netgateway.
As a result of the Merger, the holder of each share of Galaxy common stock
issued and outstanding at the time of the Merger will receive approximately .63
shares of common stock of Netgateway (an aggregate of approximately 3.9 million
shares of Netgateway common stock).
The terms and conditions of the Merger, details about the consideration to
be paid by Netgateway in connection with the Merger and further information in
the connection with the Merger are contained in Netgateway and Galaxy's
Amendment No. 1 to Registration Statement on Form S-4 as filed by Netgateway and
Galaxy with the Securities and Exchange Commission on March 24, 2000 (the "Joint
Proxy Statement/Prospectus"). The information related to this transaction that
would otherwise be required to be reported under Item 2 is not provided herein
pursuant to General Instructions B.3. of Form 8-K inasmuch as substantially the
same information required by Item 2 has been "previously reported" (as defined
in Rule 12b-2) by Netgateway in connection with the Joint Proxy
Statement/Prospectus.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The financial information that would otherwise be required to be reported
under this Item 7 is not provided herein pursuant to General Instructions B.3.
of Form 8-K inasmuch as substantially the same information required by Item 7
has been "previously reported" (as defined in Rule 12b-2) by Netgateway in
connection with the Joint Proxy Statement/Prospectus.
(c) Exhibits.
See Index to Exhibits on page 4.
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SIGNATURES
Pursuant to the requirement 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.
Dated: June 27, 2000 NETGATEWAY, INC.
By: /s/ Craig S. Gatarz
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Craig S. Gatarz
General Counsel and Corporate
Secretary
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INDEX OF EXHIBITS
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of March
10, 2000 among Netgateway Acquisition and Galaxy.(1)
99.1 Press release of Netgateway dated June 27, 2000.*
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(1) Incorporated by reference to Exhibit 10.1 to the Current Report filed by
the Registrant on Form 8-K (Commission File No. 000-27941) dated March 20,
2000.
* Filed herewith
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