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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 15, 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 15, 2000, Internet Capital Group, Inc., a Delaware corporation
(the "Company"), acquired about 19,021,378 shares of Series B preferred stock,
par value $.001 per share ("RightWorks Preferred Stock") of RightWorks
Corporation, a California corporation ("RightWorks"). The acquisition was
consummated pursuant to a Recapitalization and Exchange Offer Agreement and Plan
of Reorganization (the "Recap Agreement") dated March 7, 2000 among the Company,
Rain Acquisition Corp., a wholly-owned subsidiary of the Company ("Rain"),
RightWorks and some of the stockholders of RightWorks. Pursuant to the Recap
Agreement, the Company issued an aggregate of about 5,778,200 shares of common
stock, par value $.001 per share (the "ICG Common Stock") to the stockholders of
RightWorks who tendered their shares of RightWorks Preferred Stock. The number
of shares issued by the Company was based on an exchange ratio of .303774 shares
of ICG Common Stock for each share of RightWorks Preferred Stock acquired by the
Company.
As an inducement for the Company to enter into the Recap Agreement,
some of the stockholders of RightWorks entered into stockholder agreements with
the Company and RightWorks. By entering into the stockholder agreements, the
RightWorks stockholders agreed to, and irrevocably appointed representatives of
the Company as their lawful attorneys-in-fact and proxies with the limited right
to, vote the shares of RightWorks Preferred Stock beneficially owned by them,
including any additional shares of RightWorks capital stock acquired after the
date of the stockholder agreements, in favor of the approval of the
recapitalization contemplated by the Recap Agreement, in favor of any matter
that could reasonably be expected to facilitate the recapitalization and against
any matter that could reasonably be expected to delay or hinder the RightWorks
exchange offer.
In addition to the Recap Agreement, Rain entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") dated March 7, 2000 with RightWorks,
whereby Rain acquired 649,644 shares of RightWorks Preferred Stock for $22
million in cash. Additionally, under the terms of a Stock Exchange Agreement
(the "Stock Exchange Agreement" and, together with the Recap Agreement and the
Stock Purchase Agreement, the "Agreements") dated March 7, 2000 between Rain and
Vani Kola, a RightWorks stockholder, Rain acquired 375,000 shares of common
stock of RightWorks, par value $.001 per share, in exchange for 113,915 shares
of ICG Common Stock. As of June 29, 2000, the shares of RightWorks Preferred
Stock and common stock acquired by the Company pursuant to the Agreements
represent about 62% of the outstanding RightWorks capital stock calculated on a
primary basis and 50% of the outstanding RightWorks capital stock calculated on
a fully-diluted basis.
RightWorks provides Internet-based exchange software for powering
business-to-business digital marketplaces. These marketplaces serve as
comprehensive online sources of information, interaction and electronic commerce
for the businesses that participate in them as buyers or sellers. RightWorks'
software, RightWorks 5.0, is a software platform that manages the complex
business transactions that take place on digital marketplaces.
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
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2.1- Recapitalization and Exchange Offer Agreement and Plan of
Reorganization by and among the Company, Rain, RightWorks, and with
respect to Article VII, VIII and IX only Suhas Patil, as Shareholder
Representative, and Chase Manhattan Trust Company, National
Association, as Escrow Agent, dated as of March 7, 2000 (incorporated
by reference to Exhibit 2.3 to the Company's Registration Statement on
Form S-4 filed on April 13, 2000, as amended (Registration No. 333-
34722)).
2.2 Stock Purchase Agreement dated as of March 7, 2000 between Rain and
RightWorks.
2.3 Stock Exchange Agreement dated as of March 7, 2000 between Rain and
Vani Kola.
99.1- Interview With Vani Kola, Founder and Chief Executive Officer of
Rightworks and Mary Coleman, Managing Director Of Operations for the
Company and Press Release issued by the Company (incorporated by
reference to the Registration Statement on Form 425 filed by the
Company on March 31, 2000 (Registration No. 132-01830)).
99.2- Memorandum from the Company to Shareholders of RightWorks
(incorporated by reference to the Registration Statement on Form 425
filed by the Company on May 16, 2000 (Registration No. 132-01830)).
99.3- Press Release issued by the Company on June 9, 2000 (incorporated by
reference to the Registration Statement on Form 425 filed by the
Company on June 9, 2000 (Registration No. 132-01830)).
99.4 Press Release issued by the Company on June 15, 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 29, 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 Recapitalization and Exchange Offer Agreement and Plan of
Reorganization by and among the Company, Rain, RightWorks,
and with respect to Article VII, VIII and IX only Suhas
Patil, as Shareholder Representative, and Chase Manhattan
Trust Company, National Association, as Escrow Agent,
dated as of March 7, 2000 (incorporated by reference to
Exhibit 2.3 to the Company's Registration Statement on
Form S-4 filed on April 13, 2000, as amended (Registration
No. 333-34722)).
2.2 Stock Purchase Agreement dated as of March 7, 2000 between
Rain and RightWorks.
2.3 Stock Exchange Agreement dated as of March 7, 2000 between
Rain and Vani Kola.
99.1 Interview With Vani Kola, Founder and Chief Executive
Officer of Rightworks and Mary Coleman, Managing Director
Of Operations for the Company and Press Release issued by
the Company on March 31, 2000 (incorporated by reference
to the Registration Statement on Form 425 filed by the
Company (Registration No. 132-01830)).
99.2 Memorandum from the Company to Shareholders of RightWorks
(incorporated by reference to the Registration Statement
on Form 425 filed by the Company on May 16, 2000
(Registration No. 132-01830)).
99.3 Press Release issued by the Company on June 9, 2000
(incorporated by reference to the Registration Statement
on Form 425 filed by the Company on June 9, 2000
(Registration No. 132-01830)).
99.4 Press Release issued by the Company on June 15, 2000.
