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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): September 8, 2000
internet.com Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-26393 06-1542480
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
23 Old Kings Highway South
Darien, Connecticut 06820
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (203) 662-2800
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N/A
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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.
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On September 8, 2000 (the "Effective Date"), the Registrant consummated the
acquisition (the "Acquisition") of all of the assets of ClickZ, Inc., a
Massachusetts corporation ("ClickZ"), pursuant to an Asset Purchase Agreement
(the "Purchase Agreement"), dated September 8, 2000, by and among the
Registrant, ClickZ, Andrew R. Bourland and Ann M. Handley.
The consideration paid in the Acquisition (which was determined as a result
of arms'-length negotiations) consisted of cash in the amount of $8,400,000 and
211,382 restricted shares of the Registrant's Common Stock. An additional
payment of $1,600,000 in cash will be made within thirty days of the Effective
Date. Furthermore, an additional payment, calculated as a multiple of the net
revenues and net revenues less direct operating expenses derived from certain
elements of the acquired assets for the twelve consecutive months following the
Effective Date (the "Earnout Period") and consisting of 50% cash and 50%
restricted shares of the Registrant's Common Stock, will be made after the end
of the Earnout Period.
ClickZ operates a network of Web sites and related Internet media
properties that offer commentary from industry insiders as well as original case
studies and insight on affiliate marketing, b2b marketing, brand marketing,
digital living, e-business reports, e-commerce commentary, e-mail marketing and
e-mail marketing case studies, e-marketing statistics and strategies, media
buying, planning and selling, search engine optimization and small business
advice. ClickZ's target audiences comprises media buyers and planners, Web and
e-mail advertising firms, list vendors and agencies, ad and commerce based
publishers, and Web developers. In addition to its network of Web sites and
related Internet media properties, ClickZ produces conferences that focus on
online marketing and advertising. The Registrant intends to integrate these
acquired Web sites, related Internet media properties and conferences with the
operations of the Registrant's existing business.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired:
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The financial statements required by this item will be filed by
an amendment to this Current Report on Form 8-K as soon as
practicable but not later than 75 days after the date of this
filing.
(b) Pro Forma Financial Information:
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The pro forma financial statements required by this item will
be filed by an amendment to this Current Report on Form 8-K as
soon as practicable but not later than 75 days after the date
of this filing.
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(c) Exhibits:
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2.1 Asset Purchase Agreement, dated September 8, 2000, by and
among internet.com Corporation, ClickZ, Inc., Andrew R.
Bourland and Ann M. Handley*
99.1 Press release, dated September 11, 2000, of internet.com
Corporation
* The exhibits to the Purchase Agreement are not being filed herewith. The
Purchase Agreement filed herewith briefly describes the contents of each exhibit
to the Purchase Agreement. The Registrant undertakes to furnish supplementally a
copy of any omitted exhibit to the Commission upon request. Pursuant to Item
601(b)(2) of Regulation S-K, set forth below is a list of the omitted exhibits.
Exhibit A Screen Shots of home pages of clickz.com, microscope.com and
searchz.com
Exhibit B Domain names, trademarks and trademark applications
Exhibit C Assumed Contracts and Liabilities
Exhibit D Hardware, software, equipment and furniture transferred to
Purchaser
Exhibit E Trademark Assignment
Exhibit F Retained employees and terms and conditions of employment
Exhibit G Agreements or information not transferred to Purchaser
Exhibit H Mirror site
Exhibit I Balance Sheets and Income Statements as of and for the year ended
December 31, 1999 and as of and for the six months ended June 30,
2000
Exhibit J Material obligations and liabilities of Purchaser
Exhibit K Earnout Support
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNET.COM CORPORATION
Date: September 11, 2000 By: /s/ Christopher S. Cardell
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Christopher S. Cardell
President
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreeement, dated September 8, 2000, by and
among internet.com Corporation, ClickZ, Inc., Andrew R.
Bourland and Ann M. Handley
99.1 Press release, dated September 11, 2000, of internet.com
Corporation
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