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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): April 3, 2000
HEARME
(Exact name of Registrant as specified in its charter)
DELAWARE 000-25399 94-3217317
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation
or organization)
685 CLYDE AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices) (Zip code)
(650) 429-3900
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On April 3, 2000, HearMe, a Delaware corporation, completed its acquisition of
AudioTalk Networks, Inc., a California corporation ("AUDIOTALK"). This
acquisition was accomplished by the statutory merger (the "MERGER") of AT
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
HearMe, with and into AudioTalk Networks, Inc. The Merger was accomplished
pursuant to an Agreement and Plan of Merger dated as of March 8, 2000, among
HearMe, AudioTalk, and AT Acquisition Corp., and a related Certificate of
Merger, following approval by the stockholders of AudioTalk and satisfaction of
other closing conditions. The acquisition, which is being accounted for as a
purchase transaction, was paid through the issuance of a contribution of stock
and cash totaling approximately $125 million. A copy of the Agreement and Plan
of Merger dated as of March 8, 2000 is included herein as Exhibit 2.2, and is
incorporated by reference into this Item 2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) It is impracticable for the registrant to provide the required
financial statements for the business acquired at the time of filing
this report, but the registrant will file such required financial
statements, if required pursuant to this item and Rule 3-05(b) of
Regulation S-X, by amendment to this report as soon as practicable, but
not later than sixty days after this report was required to be filed
initially.
(b) Exhibits. 2.22 Agreement and Plan of Merger dated as of March 8,
2000 among HearMe, AT Acquisition Corp., and AudioTalk Networks, Inc.*
*To be filed by amendment
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
HEARME
(Registrant)
Date: APRIL 17, 2000 By: /s/ LINDA PALMOR
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Linda Palmor, Chief
Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
2.2 Agreement and Plan of Merger dated as of March 8, 2000 among
HearMe, AT Acquisition Corp., and AudioTalk Networks, Inc.*
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*To be filed by amendment
