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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): August 7, 2000
MYPOINTS.COM, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-_____ 94-3255692
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation or organization)
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100 California Street, 11th Floor, San Francisco, CA 94111
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(Address of principal executive offices of Registrant, including zip code)
(415) 676-3700
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On April 14, 2000, the Board of Directors of MyPoints.com, Inc.
("MyPoints"), a Delaware corporation, approved the acquisition of Cybergold,
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Inc., a Delaware corporation ("Cybergold"). Cybergold is a provider of online
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direct marketing and advertising solutions. In connection with the acquisition,
MyPoints, Cybergold, and a wholly-owned subsidiary of MyPoints entered into an
Agreement and Plan of Reorganization dated as of April 14, 2000. The
stockholders of Cybergold approved the merger and the merger agreement at a
special meeting of stockholders held on August 3, 2000 in Oakland, California.
In addition, at a special meeting of stockholders held on August 3, 2000 in San
Francisco, California, MyPoints's stockholders approved the issuance of shares
of MyPoints's Common Stock in connection with the merger as required by the
rules of The Nasdaq Stock Market. The merger was completed on August 7, 2000.
In connection with the merger, Cybergold became a wholly-owned subsidiary of
MyPoints under the name Cybergold, Inc.
Under the merger agreement, each share of Cybergold's common stock that was
outstanding at the effective time of the merger was converted into the right to
receive 0.48 of a share of MyPoints's Common Stock. MyPoints issued
approximately 10.7 million shares of its Common Stock to former Cybergold
stockholders. The shares of MyPoints Common Stock issued in connection with the
merger were registered under the Securities Act of 1933 pursuant to a
Registration Statement on Form S-4 (File No. 333-39924). This registration
statement was declared effective on June 26, 2000. The merger is described in
greater detail in the registration statement.
In addition to the shares of MyPoints common stock issued in connection
with the merger, MyPoints assumed all outstanding options to purchase Cybergold
Common Stock that were outstanding at the effective time of the merger. These
options were converted into the right to acquire shares of MyPoints's common
stock, subject only to adjustments to maintain the economic equivalence of the
assumed options on the basis of the 0.48 exchange ratio in the merger.
MyPoints's acquisition of Cybergold was structured as a tax-free
reorganization under Section 368(a) of the Internal Revenue Code.
Item 7. Financial Statements, Pro Forma Financial Information
(a) Financial Statements of Business Acquired
(i) The audited consolidated balance sheets of Cybergold as of
December 31, 1998 and 1999, the audited consolidated statements of
operations, comprehensive income (loss), stockholders' equity and cash
flows of Cybergold for the years ended December 31, 1997, 1998 and 1999,
the notes related thereto, and the Independent Auditors' Report thereon are
set forth at pages F-28 through F-44 of the joint proxy
statement/prospectus contained in MyPoints's registration statement on Form
S-4 (File No. 333-39924). Such financial statements, notes and reports set
forth at such pages are incorporated herein by reference.
(ii) The unaudited consolidated balance sheet of Cybergold as of March
31, 2000, the unaudited consolidated statements of operations,
comprehensive income (loss), stockholders' equity and cash flows of
Cybergold for the three months ended March 31, 2000
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and March 31, 1999 and the notes related thereto are set forth at pages
F-28 through F-44 of the joint proxy statement/prospectus contained in
MyPoints's registration statement on Form S-4 (File No. 333-39924). Such
financial statements and notes set forth at such pages are incorporated
herein by reference.
(b) Pro Forma Financial Information
(i) An unaudited pro forma condensed combined balance sheet as of
March 31, 2000 and the notes related thereto are set forth in the joint
proxy statement/prospectus contained in MyPoints's registration statement
on Form S-4 (File No. 333-39924). Such balance sheet and notes are
incorporated herein by reference.
(ii) Unaudited pro forma condensed combined statements of operations
for the year ended March 31, 2000 and the notes related thereto are set
forth in the joint proxy statement/prospectus contained in MyPoints's
registration statement on Form S-4 (File No. 333-39924). Such statements of
operations and notes are incorporated herein by reference.
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated as of April 14,
2000, by and among MyPoints.com, Inc., a Delaware
corporation, Mygo Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of MyPoints, and
Cybergold, Inc., a Delaware corporation. This exhibit is
incorporated by reference to the exhibit bearing the same
number filed with MyPoints's Registration Statement on Form
S-4 (File No. 333-39924), which the Securities and Exchange
Commission declared effective on June 26, 2000. The
disclosure schedule of Cybergold delivered to MyPoints,
which cites to certain factual matters as exceptions to the
contractual representation of Cybergold in the merger
agreement, has been omitted in accordance with Item
601(b)(2) of Regulation S-K. MyPoints agrees to
supplementally furnish a copy of such disclosure schedule to
the Securities and Exchange Commission upon request.
23.1 Consent of Arthur Andersen LLP, Independent Accountants.
99.1 Press Release of MyPoints.com, Inc. dated August 7, 2000.
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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.
Dated: August 21, 2000
MYPOINTS.COM, INC.
/s/ Layton S. Han
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By: Layton S. Han
Vice President, Business Development and
Chief Financial Officer
