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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):
March 17, 1999
CDNOW, INC.
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(Exact Name of Registrant Specified in Charter)
Pennsylvania 0-25543 23-2979814
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
1005 Virginia Drive, Fort Washington, PA 19034
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(Address of Principal Executive Office) (Zip Code)
(610) 619-9900
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(Registrant's telephone number)
CDNOW/N2K, INC.
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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 March 17, 1999, CDnow/N2K, Inc., a Pennsylvania corporation (the
"Corporation") acquired all of the outstanding shares of CDnow, Inc., a
Pennsylvania corporation ("CDnow") and all of the outstanding shares of N2K
Inc., a Delaware corporation ("N2K"). The acquisition was effected through two
mergers:
. a merger of a wholly-owned subsidiary of the Corporation with and
into CDnow; and
. merger of a wholly-owned subsidiary of the Corporation with and
into N2K.
The mergers are governed by the Amended and Restated Agreement and Plan of
Merger, dated as of January 29, 1999 (the "Merger Agreement"). The Merger
Agreement is attached as Exhibit 2.1 to the Corporation's Registration Statement
on Form S-4 (333-72463), dated February 16, 1999.
In the mergers, shareholders of CDnow received one share of common stock of
the Corporation, no par value ("Corporation Common Stock"), for each outstanding
share of common stock of CDnow, no par value. In the mergers, stockholders of
N2K received .83 shares of Corporation Common Stock for each outstanding share
of N2K common stock, par value $.001, per share. A total of 29,810,799 shares
Corporation Common Stock were issued in the mergers. In addition, each option
and warrant to purchase CDnow common stock and each option and warrant to
purchase N2K common stock was converted into an option or warrant to purchase
the number of shares of Corporation Common Stock equal to the number of CDnow
common stock or N2K common stock, respectively, subject to such option or
warrant multiplied by a formula to reflect the exchange ratio for the mergers,
and the associated exercise price was adjusted accordingly. We will account for
the mergers under the purchase method of accountings. For accounting purposes
only, we will treat CDnow as the acquiror of N2K.
The Board of Directors for the Corporation are Jason Olim, Matthew Olim,
Patrick Kerins, John Regan, Jonathan V. Diamond, Robert David Grusin and James
Coane.
The Corporation is a successor registrant of CDnow, Inc. The Corporation's
Common Stock is traded on the Nasdaq National Market under the ticker symbol,
CDNW.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Consolidated Financial Statements of CDnow, Inc. and its Subsidiaries.
(1) Consolidated Balance Sheets of CDnow, Inc. and its Subsidiaries as
of December 31, 1998 and 1997. (Incorporated by reference from CDnow,
Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 16, 1999.)
(2) Consolidated Statements of Operations of CDnow, Inc. and its
Subsidiaries for the years ended December 31, 1998, 1997 and 1996.
(Incorporated by reference from
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CDnow, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 16, 1999.)
(3) Consolidated Statements of Cash Flows of CDnow, Inc. and its
Subsidiaries for the years ended December 31, 1998, 1997 and 1996.
(Incorporated by reference from CDnow, Inc.'s Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 16, 1999.)
(4) Consolidated Statements of Redeemable Convertible Preferred Stock
and Shareholders' Equity (Deficit) of CDnow, Inc. and its Subsidiaries for
the years ended December 31, 1997, 1997 and 1996. (Incorporated by
reference from CDnow, Inc.'s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 16, 1999.)
(5) Notes to CDnow, Inc.'s Consolidated Financial Statements.
(Incorporated by reference from CDnow, Inc.'s Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 16, 1999.)
(b) Consolidated Financial Statements of N2K Inc. and its Subsidiaries.
(1) Consolidated Balance Sheets of N2K Inc. and its Subsidiaries as of
December 31, 1998 and 1997. (To be filed as an amendment to this Form 8-K
as soon as practicable, but not later than 60 days after this Form 8-K is
filed.)
(2) Consolidated Statements of Operations of N2K Inc. and its
Subsidiaries for the years ended December 31, 1998, 1997 and 1996. (To be
filed as an amendment to this Form 8-K as soon as practicable, but not
later than 60 days after this Form 8-K is filed.)
(3) Consolidated Statements of Cash Flows of N2K Inc. and its
Subsidiaries for the years ended December 31, 1998, 1997 and 1996. (To be
filed as an amendment to this Form 8-K as soon as practicable, but not
later than 60 days after this Form 8-K is filed.)
(4) Consolidated Statements of Changes in Stockholders' Equity of N2K
Inc. and its Subsidiaries for the years ended December 31, 1998, 1997 and
1996. (To be filed as an amendment to this Form 8-K as soon as
practicable, but not later than 60 days after this Form 8-K is filed.)
(5) Notes to N2K Inc.'s Consolidated Financial Statements. (To be
filed as an amendment to this Form 8-K as soon as practicable, but not
later than 60 days after this Form 8-K is filed.)
(c) Pro Forma Financial Information (Unaudited).
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(1) Pro Forma Condensed Combined Balance Sheet of the Corporation as
of December 31, 1998. (To be filed as an amendment to this Form 8-K as
soon as practicable, but not later than 60 days after this Form 8-K is
filed.)
(2) Pro Forma Condensed Combined Statement of Income of the
Corporation for the fiscal years ended December 31, 1998, 1997 and 1996.
(To be filed as an amendment to this Form 8-K as soon as practicable, but
not later than 60 days after this Form 8-K is filed.)
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of October 22, 1998,
as amended and restated on January 29, 1999 among the Corporation, CDnow,
Inc. and N2K Inc. (filed as Exhibit 2.1 to the Corporation's Registration
Statement on Form S-4 (333-72463), dated February 16, 1999).
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SIGNATURE
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.
CDNOW/N2K, INC.
By: /s/JASON OLIM
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Jason Olim
President and Chief Executive Officer
Dated: March 17, 1999
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of October 22, 1998, as
amended and restated on January 29, 1999 among the Corporation,
CDnow, Inc. and N2K Inc. (filed as Exhibit 2.1 to the Corporation's
Registration Statement on Form S-4 (333-72463), dated February 16,
1999).
