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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
current report
Pursuant to Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: JUNE 9, 2000
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Internet Capital Group, Inc.
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(Exact name of registrant as specified in charter)
DELAWARE 0-26929 23-2996071
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
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435 Devon Park Drive, Building 600, Wayne, PA 19087
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(Address of Principal Executive Offices) (Zip Code)
610-230-4400
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OF ASSETS
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On June 9, 2000, ICG Holdings, Inc., a Delaware corporation ("Holdings")
and a wholly-owned subsidiary of Internet Capital Group, Inc., a Delaware
corporation (the "Company"), acquired a number of shares of common stock, par
value $.001 per share ("eCredit.com Common Stock") of eCredit.com, Inc., a
Delaware corporation ("eCredit.com"), equal to about 39% of the outstanding
eCredit.com Common Stock on the date hereof. The acquisition was consummated
pursuant to an Exchange Offer Agreement (the "Exchange Offer Agreement") dated
as of February 24, 2000, among the Company, Holdings, eCredit.com and some of
the stockholders of eCredit.com. Pursuant to the Exchange Offer Agreement, the
Company issued an aggregate of 4,655,558 shares of common stock, par value $.001
per share (the "ICG Common Stock"). The number of shares issued by the Company
was based on an exchange ratio of .5038822 shares of ICG Common Stock for each
share of eCredit.com Common Stock acquired by Holdings. In connection with the
exchange offer, eCredit.com issued to Holdings a Common Stock Purchase Warrant
(the "Warrant") to purchase 1,563,491 shares of eCredit.com Common Stock, the
principal terms of which are described below. As of June 23, 2000, the shares of
eCredit.com Common Stock acquired by Holdings pursuant to the Exchange Offer
Agreement, together with the shares of eCredit.com Common Stock underlying the
Warrant represent about 33% of the outstanding eCredit.com Common Stock,
calculated on a fully-diluted basis.
eCredit.com, the Company and some of the stockholders of eCredit.com
entered into ancillary agreements in connection with the Exchange Offer
Agreement, including a Third Amended and Restated Stockholders' Agreement, a
Third Amended and Restated Rights Agreement and a Post-IPO Agreement. The
Stockholders' Agreement contains provisions restricting the transfer of equity
interests of eCredit.com, providing for rights of first refusal, setting forth
responsibilities of stockholders upon a sale of the Company and regulating the
corporate governance of eCredit.com, among other things. The Rights Agreement
contains provisions which, among other things, require eCredit.com to register
certain offers and sales of shares of eCredit.com Common Stock upon request by
the stockholders who are parties to the agreement or in connection with
registrations of offers and sales of eCredit.com Common Stock by eCredit.com
under the Securities Act of 1933, as amended (the "Securities Act"). The Rights
Agreement also contains restrictions on transfers by the parties. The Post-IPO
Agreement, which governs from and after the completion of an initial public
offering of shares of eCredit.com Common Stock, contains provisions with respect
to, among other things, the composition of the board of directors of
eCredit.com, rights of first refusal granted to the Company and restrictions on
transfer of shares of eCredit.com Common Stock.
In addition, pursuant to the Exchange Offer Agreement, eCredit.com issued
to Holdings the Warrant granting Holdings the right to purchase 1,563,491 shares
of eCredit.com Common Stock. Holdings may exercise the Warrant from time to time
in part or in its entirety beginning on the effective date of a registration
statement filed by eCredit.com for an underwritten public offering of
eCredit.com Common Stock resulting in aggregate net proceeds to eCredit.com of
at least $30,000,000 (a "Public Offering") and ending on the fourth anniversary
of such effective date. Holdings may exercise its purchase rights under the
Warrant before the effective date of the registration statement if a change of
control of eCredit.com occurs before a Public Offering. The purchase price for
each share of eCredit.com Common Stock purchased by the Company is $191.88 if
the Company provides notice of exercise of the Warrant at any time before 18
months after the completion of a Public Offering or $255.84 if such notice is
given any time thereafter.
eCredit.com is a provider of credit management and financing solutions for
business-to-business and business-to-consumer commerce. eCredit.com's products
allow businesses and lenders to automate and manage credit and financing
decisions in real time.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Financial Statements of Business Acquired
Financial Statements required by this item were previously reported
pursuant to instruction B.3. of Form 8-K in the Company's Registration Statement
on Form S-4 filed on April 13, 2000, as amended (Registration No. 333-34722).
(b) Pro Forma Financial Information
Financial Statements required by this item were previously reported
pursuant to instruction B.3. of Form 8-K in the Company's Registration Statement
on Form S-4 filed on April 13, 2000, as amended (Registration No. 333-34722).
(c) Exhibits
2.1- Exchange Offer Agreement, dated as of February 24, 2000, by and
among eCredit.com, Inc., Internet Capital Group Inc., ICG Holdings,
Inc. and the other parties named therein (incorporated by reference
to Exhibit 2.2 to the Registration Statement on Form S-4 filed by
the Registrant on April 13, 2000, as amended (Registration No.
333-34722)).
99.1- Press release issued by the Company on February 24, 2000
(incorporated by reference to the Registrant's filing on Form 425
filed on February 24, 2000 (Registration No. 132-01812)).
99.2- Memorandum from the Company to Stockholders of eCredit.com
(incorporated by reference to the Registrant's filing on Form 425
filed on May 16, 2000 (Registration No. 132-01812)).
99.3- Press release issued by the Company on June 12, 2000.
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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, thereunto duly authorized.
INTERNET CAPITAL GROUP, INC.
Date: June 23, 2000 By: /s/ David D. Gathman
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David D. Gathman
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Exchange Offer Agreement, dated as of February 24, 2000, by
and among eCredit.com, Inc., Internet Capital Group Inc.,
ICG Holdings Inc. and the other parties named therein
(incorporated by reference to Exhibit 2.2 to the
Registration Statement on Form S-4 filed by the Registrant
on April 13, 2000, as amended (Registration No. 333-34722)).
99.1 Press release issued by the Company on February 24, 2000
(incorporated by reference to the Registrant's filing on
Form 425 filed on February 24, 2000 (Registration No.
132-01812)).
99.2 Memorandum from the Company to Stockholders of eCredit.com
(incorporated by reference to the Registrant's filing on
Form 425 filed on May 16, 2000 (Registration No.
132-01812)).
99.3 Press release issued by the Company on June 12, 2000.
