<PAGE> 1
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): FEBRUARY 2, 2000
CALICO COMMERCE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-27431 77-0373344
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
</TABLE>
333 WEST SAN CARLOS STREET, SUITE 300
SAN JOSE, CALIFORNIA 95110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 975-7400
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 2, 2000, pursuant to an Agreement and Plan of Merger dated as
of November 19, 1999 (the "Merger Agreement") among Calico Commerce, Inc., a
Delaware corporation ("Calico"), ConnectInc.com, Co., a Delaware corporation
("ConnectInc.com"), and Calico Acquisition, Inc., a Delaware corporation and
wholly-owned subsidiary of Calico ("Acquisition"), Calico completed its
acquisition of ConnectInc.com by merging Acquisition with and into
ConnectInc.com (the "Merger"). ConnectInc.com was the surviving corporation in
the Merger and became a wholly-owned subsidiary of Calico.
Under the terms of the Merger Agreement, each outstanding share of
ConnectInc.com's common stock was converted into 0.081 shares of Calico common
stock. In addition, Calico assumed all of the outstanding options and a warrant
exercisable for ConnectInc.com common stock. Calico issued approximately
1,436,422 shares of its common stock in connection with the transaction. The
Merger was a tax-free reorganization under the Internal Revenue Code of 1986, as
amended, and has been accounted for as a purchase business combination.
The Merger consideration was determined through arms-length negotiation.
There were no material relationships between the ConnectInc.com stockholders and
Calico or any of its affiliates, any director or officer of Calico or any
associate of any such director or officer prior to the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The financial statements of
ConnectInc.com specified in Rule 3-05 of Regulation S-X are contained in
ConnectInc.com's Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission on March 16, 1999, and as amended on April 9, 1999, and
ConnectInc.com's Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange Commission on November 12, 1999, and are incorporated by reference
herein.
(b) PRO FORMA FINANCIAL INFORMATION. The financial information specified
in Article 11 of Regulation S-X was previously reported in Calico's Registration
Statement on Form S-4, under the caption "Unaudited Pro Forma Combined
Consolidated Financial Information" on pages F-2 through F-7, as filed with the
Securities and Exchange Commission on December 20, 1999, and is incorporated by
reference herein.
2
<PAGE> 3
(c) EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
2.1* Agreement and Plan of Merger, dated as of November 19, 1999,
among Calico Commerce, Inc., Calico Acquisition, Inc., a
Delaware corporation and wholly-owned subsidiary of Calico,
and ConnectInc.com, Co., a Delaware corporation.
2.2 Certificate of Merger filed with the Secretary of State of
the State of Delaware on February 2, 2000.
23.1 Consent of Ernst & Young LLP, Independent Auditors as to
ConnectInc.com
</TABLE>
- -------------------------------
* Incorporated by reference to Exhibit 99.1 of Registrant's Current Report on
Form 8-K filed November 29, 1999.
3
<PAGE> 4
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.
CALICO COMMERCE, INC.
Dated: February 8, 2000
/s/ ARTHUR F. KNAPP, JR.
------------------------------------------
Arthur F. Knapp, Jr.
Vice President and Chief Financial Officer
(Principal Financial Officer)
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
2.1* Agreement and Plan of Merger, dated as of November 19, 1999,
among Calico Commerce, Inc., Calico Acquisition, Inc., a
Delaware corporation and wholly-owned subsidiary of Calico,
and ConnectInc.com, Co., a Delaware corporation.
2.2 Certificate of Merger filed with the Secretary of State of
the State of Delaware on February 2, 2000.
23.1 Consent of Ernst & Young LLP, Independent Auditors as to
ConnectInc.com
</TABLE>
- -------------------------------
* Incorporated by reference to Exhibit 99.1 of Registrant's Current Report on
Form 8-K filed November 29, 1999.
<PAGE> 1
EXHIBIT 2.2
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/02/2000
001051552-2625173
CERTIFICATE OF MERGER
OF
CALICO ACQUISITION, INC.
(A DELAWARE CORPORATION)
WITH AND INTO
CONNECTINC.COM, CO.
(A DELAWARE CORPORATION)
UNDER SECTION 251 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
The undersigned corporation, ConnectInc.com, Co., hereby certifies that:
FIRST: The name and state of incorporation of each of the constituent
corporations is: Calico Acquisition, Inc., a Delaware corporation (the
"Disappearing Corporation"), and ConnectInc.com, Co., a Delaware corporation
(the "Surviving Corporation").
SECOND: An agreement of merger has been approved, adopted, certified,
executed and acknowledged by the Disappearing Corporation and by the Surviving
Corporation in accordance with the provisions of Section 251 of the General
Corporation Law of the State of Delaware.
THIRD: The name of the Surviving Corporation is ConnectInc.com, Co.
FOURTH: Upon the effectiveness of the merger, the Certificate of
Incorporation of the Surviving Corporation shall be amended and restated to read
in its entirety as set forth in the Amended and Restated Certificate of
Incorporation, attached hereto as Exhibit A.
FIFTH: The executed agreement of merger is on file at the principal place
of business of the Surviving Corporation at 515 Ellis Street, Mountain View, CA
94043.
SIXTH: A copy of the agreement of merger will be furnished by the Surviving
Corporation on request, and without cost, to any stockholder of the Disappearing
Corporation or the Surviving Corporation.
1
<PAGE> 2
IN WITNESS WHEREOF, the undersigned has executed and subscribed to this
Certificate of Merger on behalf of ConnectInc.com, Co. as its authorized
officer and hereby affirms, under penalties of perjury, that this Certificate
of Merger is the act and deed of such corporation and that the facts stated
herein are true.
DATED: February 1, 2000
-----------
ConnectInc.com, Co.,
a Delaware corporation
By: /s/ CRAIG D. NORRIS
-----------------------------------------
Name: Craig D. Norris
Title: President and Chief Executive Officer
2
<PAGE> 3
EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
CONNECTINC.COM, CO.,
A DELAWARE CORPORATION
FIRST: The name of this corporation is ConnectInc.com, Co. (hereinafter
sometimes referred to as the "Corporation").
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, Wilmington, County of New Castle. The
name of the registered agent at that address is The Prentice-Hall Corporation
System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is One Thousand (1,000) shares of Common Stock, par
value $0.0001 per share (the "Common Stock").
FIFTH: The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by Statute or by this Certificate of
incorporation or the Bylaws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts
3
<PAGE> 4
and things as may be exercised or done by the Corporation. Election of
directors need not be by written ballot unless the Bylaws so provide.
SIXTH: The Board of Directors is authorized to make, adopt, amend, alter
or repeal the Bylaws of the Corporation. The stockholders shall also have power
to make, adopt, amend, alter or repeal the Bylaws of the Corporation.
SEVENTH: This Corporation reserves the right to amend or repeal any of the
provisions contained in this Certificate of Incorporation in any manner now or
hereafter permitted by law, and the rights of the stockholders of this
Corporation are granted subject to this reservation.
EIGHTH: To the fullest extent permitted by the Delaware General Corporation
Law, a director of this Corporation shall not be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Any repeal or modification of the foregoing provisions of this
Article EIGHTH by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.
4
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Form 8K of Calico Commerce,
Inc. dated February 2, 2000 and the Registration Statements (Form S-8 Nos.
333-64803, 333-48927, 333-21477, 333-47055, 333-43197 and 333-89791) of our
report dated January 25, 1999, with respect to the financial statements and the
related financial statement schedule of ConnectInc.com, Co. included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG, LLP
San Jose, California
February 10, 2000
