[DESCRIPTION] FORM 8-K/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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 29, 2000
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LIFEMINDERS.COM, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State of Other Jurisdiction of Incorporation)
0-28133 52-19990403
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(Commission File Number) (IRS Employer
Identification No.)
1110 Herndon Parkway, Herndon, VA 20170
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(Address of Principal Executive Offices) (Zip Code)
(703) 707-8261
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(Registrant's Telephone Number, Including Area Code)
Not Applicable.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2 IS AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
Item 2. Acquisition or Disposition of Assets
The purpose of this amendment is to amend Item 7 to provide certain financial
information with respect to the Merger (as defined below), which information was
impracticable to provide at the time the Registrant filed the Current Report on
Form 8-K dated March 29, 2000.
On March 29, 2000, LifeMinders.com, Inc., a Delaware corporation (the Company),
WITI Acquisition Corp., a Colorado corporation and a wholly owned subsidiary of
the Company (Acquisition Corp.), WITI Corporation, a Colorado corporation
(WITI), and the stockholders of WITI (WITI Stockholders) entered into an
Agreement and Plan of Merger pursuant to which Acquisition Corp was merged with
and into WITI (the Merger). In consideration for the Merger, the Company
delivered to the WITI Stockholders $2.5 million in cash, 345,796 shares of the
Company's common stock, par value $0.01 per share (the Company Common Stock)
with a fair value of $23 million (based on the average price of the Company's
common stock two days prior to, the day of and two days subsequent to the
announcement of the business combination) and options that are exercisable to
acquire 38,266 shares of the Company's Common Stock with a fair value of $2.5
million (calculated using the Black-Scholes option pricing model); and assumed
$2.3 million in liabilities for total consideration of $30.3 million. The
consideration paid to the WITI Stockholders was based on the Company's
evaluation of the financial condition, business operations and prospects of
WITI, and was negotiated in an arms' length transaction among unrelated and
unaffiliated (as defined under Rule 144 promulgated by the Securities and
Exchange Commission) parties. The cash portion of the merger consideration was
paid from the Company's working capital. The Company will account for the
transaction as a purchase business combination.
WITI offers personalized weather forecasts for up to 120,000 locations within
the United States WITI is also able to deliver wireless weather forecasts and
alerts. WITI is a spin-off of the University Corporation for Atmospheric
Research Foundation (the Foundation). The Foundation was incorporated by the
University Corporation for Atmospheric Research (UCAR) for the purpose of
engaging in technology transfer and other scientific, educational, and
charitable activities in support of UCAR's mission. The Company intends to
leverage WITI's expertise and capabilities to deliver a broad range of
personalized, targeted wireless alerts and messages to its member base and
business-to-business outsourcing partners.
ITEM 7 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The WITI Corporation and Subsidiaries Consolidated Financial
Statements for the Year Ended September 30, 1999 and Independent Auditors'
Report are attached hereto as Exhibit 99.1.
The unaudited consolidated statements of operations and cash flows
for the quarters ended December 31, 1999 and 1998 are attached hereto as Exhibit
99.2.
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(b) Pro Forma Financial Information
The following pro forma financial information required pursuant to Article 11 of
Regulation S-X previously omitted from the Company's 8-K filed on April 13, 2000
is filed with this amendment:
Introduction to Unaudited Pro Forma Combined Financial Data.
Unaudited Pro Forma Combined Statement of Operations for the quarter ended
March 31, 2000.
Unaudited Pro Forma Combined Statement of Operations for the fiscal year
ended December 31, 1999.
Notes to Unaudited Pro Forma Combined Statement of Operations for the fiscal
year ended December 31, 1999 and the quarter ended March 31, 2000.
LIFEMINDERS.COM, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements
combine the historical consolidated statements of operations of the Company and
WITI. These unaudited pro forma financial statements give effect to the merger
with WITI, referred to as the Merger.
We derived this information from the audited consolidated statements of
operations of the Company and WITI for the years ended December 31, 1999 and
September 30, 1999, respectively, and the unaudited consolidated statements of
operations of the Company and WITI for the quarters ended March 31, 2000 and
December 31, 1999, respectively. A proforma balance sheet as of March 31, 2000
is not presented as WITI is included in the March 31, 2000 consolidated balance
sheet which was included in the Company's report Form 10Q filed on May 15, 2000.
This information is only a summary and should be read in conjunction with the
historical financial statements and related notes contained elsewhere herein.
The unaudited pro forma condensed combined statement of operations for the year
ended December 31, 1999 assumes the transaction occurred on January 1, 1999.
The unaudited pro forma condensed combined statement of operations for the
quarter ended March 31, 2000 assumes the transaction occurred on January 1,
2000. The accounting policies of the Company and WITI are substantially
comparable.
We are providing the unaudited pro forma condensed combined financial
information for illustrative purposes only. The companies may have performed
differently had they always been combined. You should not rely on the unaudited
pro forma condensed combined financial information as being indicative of the
historical results that would have been achieved had the companies always been
combined or the future results that the combined company will experience.
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<CAPTION>
LifeMinders.com, Inc.
Unaudited Pro Forma Condensed Consolidated
Statement of Operations
For the Quarter Ended March 31, 2000
LifeMinders.com WITI Proforma
1c 1d Adjustments Total
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Revenue:
<S> <C> <C> <C> <C>
Advertising $ 7,754,908 $ - $ - $ 7,754,908
Opt-in 3,249,333 - - 3,249,333
Consulting services and other - 449,055 - 449,055
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Total revenues 11,004,241 449,055 - 11,453,296
Cost of revenue 719,905 238,934 - 958,839
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Gross margin (loss) 10,284,336 210,121 - 10,494,457
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Operating expenses:
Sales and marketing 24,715,040 - - 24,715,040
Research and development 1,494,490 - - 1,494,490
General and administrative 2,995,010 313,407 2,450,000 4a 5,758,417
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Total operating expenses 29,204,540 313,407 2,450,000 31,967,947
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Loss from operations (18,920,204) (103,286) (2,450,000) (21,473,490)
Interest income (expense), net 1,372,697 (14,504) - 1,358,193
Loss from investment in unconsolidated (25,173) - - (25,173)
entities
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Net loss available to common shareholders $(17,572,680) $(117,790) $(2,450,000) $(20,140,470)
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Basic and diluted net loss
per common share $ (0.80) $ - $ (0.90)
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Basic and diluted weighted average common
shares and common share equivalents 21,966,393 - 345,796 4b 22,312,189
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<TABLE>
<CAPTION>
LifeMinders.com, Inc.
Unaudited Pro Forma Condensed Consolidated
Statement of Operations
For the year ended December 31, 1999
LifeMinders.com WITI Proforma
1a 1b Adjustments Total
----------------------- ------------- ------------------ -----------------
Revenue:
<S> <C> <C> <C> <C>
Advertising $ 9,446,149 $ - $ - $ 9,446,149
Opt-in 4,573,336 - - 4,573,336
Consulting services and other - 990,314 - 990,314
--------------------- -------------- ------------------ ------------------
Total revenues 14,019,485 990,314 - 15,009,799
Cost of revenue 965,711 492,823 - 1,458,534
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Gross margin (loss) 13,053,774 497,491 - 13,551,265
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Operating expenses:
Sales and marketing 38,416,266 109,585 - 38,525,851
Research and development 1,824,518 255,834 - 2,080,352
General and administrative 4,326,594 620,787 9,800,000 3a 14,747,381
Stock-based compensation 625,042 - - 625,042
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Total operating expenses 45,192,420 986,206 9,800,000 55,978,626
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Loss from operations (32,138,646) (488,715) (9,800,000) (42,427,361)
Interest income (expense), net 529,124 (50,262) - 478,862
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Net loss before income tax provision (31,609,522) (538,977) (9,800,000) (41,948,499)
Income tax provision - (6,694) - (6,694)
Net loss (31,609,522) (545,671) (9,800,000) (41,955,193)
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Accretion on mandatorily redeemable
convertible preferred stock (1,155,417) - - (1,155,417)
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Net loss available to common
shareholders $(32,764,939) $(545,671) $(9,800,000) $(43,110,610)
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Basic and diluted net loss
per common share $ (6.26) $ - $ (7.73)
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Basic and diluted weighted average common
shares and common share equivalents 5,230,826 - 345,796 3b 5,576,622
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See notes to unaudited pro forma condensed combined financial statements.
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. HISTORICAL FINANCIAL INFORMATION
1a. Represents the historical statement of operations of the Company
for the year ended December 31, 1999
1b. Represents the historical statement of operations of WITI for
the year ended September 30, 1999
1c. Represents the historical statement of operations of the Company
for the quarter ended March 31, 2000
1d. Represents the historical statement of operations of WITI for the
quarter ended December 31, 1999
2. MERGER
On March 29, 2000, the Company acquired WITI in a purchase business
combination. In consideration for the Merger, the Company delivered to the WITI
Stockholders $2.5 million in cash, 345,796 share of the Company's common stock,
par value $0.01 per share (the Company Common Stock) with a fair value of $23
million (based on the average price of the Company's common stock two days prior
to, the day of and two days subsequent to the announcement of the business
combination) and options that are exercisable to acquire 38,266 shares of the
Company's Common Stock with a fair value of $2.5 million (calculated using the
Black-Scholes option pricing model); and assumed $2.3 million in liabilities for
total consideration of $30.3 million. The Company's preliminary purchase price
allocation of $30.3 million was allocated $0.9 million to tangible assets and
$29.4 million to intangible assets including core technology, assembled
workforce, agreements not to compete, patents and goodwill. The Company believes
the weighed average useful lives of the excess purchase price and intangible
assets, based upon the final purchase allocation, will approximate three years
and anticipates its final allocation of the purchase price will be complete
during the second quarter of 2000.
3. PROFORMA ADJUSTMENTS - DECEMBER 31, 1999
The pro forma adjustments to the unaudited pro forma condensed
consolidated statement of operations for the year ended December 31, 1999
are as follows:
3a. Adjustment of $9.8 million for amortization over three years of
excess purchase price and intangibles resulting from the acquisition
of WITI
3b. Adjustment to weighted average shares of common stock outstanding
used in computing basic and diluted net loss per share to reflect
the issuance of
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approximately 345,796 shares of common stock in connection with the
acquisition of WITI
4. PROFORMA ADJUSTMENTS - MARCH 31, 2000
The pro forma adjustments to the unaudited pro forma condensed
consolidated statement of operations for the quarter ended March 31, 2000
are as follows:
4a. Adjustment of $2.45 million for amortization over three years of
excess purchase price and intangibles resulting from the acquisition
of WITI
4b. Adjustment to weighted average shares of common stock outstanding
used in computing basic and diluted net loss per share to reflect
the issuance of approximately 345,796 shares of common stock in
connection with the acquisition of WITI
(c) Exhibits.
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<CAPTION>
Exhibit No. Description
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<S> <C>
2.1* Agreement and Plan of Merger dated March 29, 2000
23.1 Consent of Deloitte and Touche, LLP
99.1 WITI Corporation and Subsidiaries Consolidated Financial
Statements for the year ended September 30, 1999 and
Independent Auditors' Report
99.2 Unaudited WITI Corporation and Subsidiaries Consolidated
Statements of Operations and Cash Flows for the quarters ended
December 31, 1999 and 1998
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* Previously filed.
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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.
LIFEMINDERS.COM, INC.
Dated: June 12, 2000 By: /s/ Joseph S. Grabias
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Joseph S. Grabias
Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
2.1* Agreement and Plan of Merger dated March 29, 2000
23.1 Consent of Deloitte & Touche LLP
99.1 WITI Corporation and Subsidiaries Consolidated Financial
Statements for the Year Ended September 30, 1999 and
Independent Auditors' Report
99.2 Unaudited WITI Corporation and Subsidiaries Consolidated
Statements of Operations and Cash Flows for the quarters ended
December 31, 1999 and 1998
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* Previously filed.
