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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): February 2, 2000
U.S. Interactive, Inc.
(Exact name of issuer as specified in its charter)
Delaware 0-26923 23-3316696
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
2012 Renaissance Boulevard
King of Prussia, Pennsylvania 19406
(Address of principal executive offices and zip code)
(610) 313-9700
(Registrant's telephone number, including area code)
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Item 5. Other events.
On February 2, 2000, U.S. Interactive, Inc. issued a press release
announcing that it had entered into a definitive merger agreement to acquire
Soft Plus, Inc., a privately-held leading e-solutions provider, headquartered
in Cupertino, California.
A copy of the press release is attached hereto as Exhibit 99 to this Report
and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
The following is filed as an Exhibit to this Report:
Exhibit Number Description
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99 Press Release dated February 2, 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, in King of Prussia, Upper Merion
Township, Commonwealth of Pennsylvania, on the 2nd day of February, 2000.
U.S. INTERACTIVE, INC.
By: /s/ Stephen T. Zarrilli
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Stephen T. Zarrilli
Chief Executive Officer and President
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EXHIBIT INDEX
Exhibit Number Description
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99 Press Release dated February 2, 2000.
For Immediate Release
US Interactive to Acquire Leading e-Solutions Company,
SoftPlus, to Create the Industry's First Global e2e Services Company
US Interactive to Gain Deep, Communications, e-Customer Relationship
Management (e-CRM) & Enterprise Application Architecture Practices and Enhance
Business-to-Business Expertise to Extend
the Global 2000 from Behind the Web to Beyond the Web
PHILADELPHIA, PA and CUPERTINO, CA - February 1, 2000 - U.S. Interactive, Inc.,
(NASDAQ: USIT) a leading Internet professional services company today announced
it has entered into a definitive merger agreement to acquire SoftPlus, Inc., a
privately-held, leading e-solutions company based in Cupertino, CA. The
acquisition of SoftPlus will enable US Interactive to redefine the Internet
professional services landscape by offering the Global 2000 innovative,
end-to-end (e2e) solutions to extend their businesses from behind the Web to
beyond the Web.
Through SoftPlus' experience in developing comprehensive business-to-business
(B2B) e-solutions, the company has pioneered e2e technology frameworks and
"integration patterns" to create state-of-the-art e-CRM (customer relationship
management) solutions leveraging specific domain knowledge. SoftPlus is
recognized for its deep, vertical expertise in the communications industry based
on its extensive experience serving some of the world's leading Internet
Services Providers (ISP), Application Services Providers (ASP), and Competitive
Local Exchange Carrier's (CLEC).
The combination of US Interactive and SoftPlus will result in the creation of a
global Internet professional services organization offering clients a unique
depth and breadth of experience. The new organization will encompass: 12 offices
including international locations in the United Kingdom, Germany and India; more
than 650 employees; 100 world-class clients located across five continents; a
global Internet and wireless research and development center; and
domain-specific Internet and wireless based technology such as "e2e frameworks."
"US Interactive is committed to helping the Global 2000 build deeper,
multi-directional views of their clients," notes Eric Pulier, chairman and
co-founder, US Interactive. "The result of this union is a new breed of Internet
professional services company that can provide clients throughout the world with
unmatched talent and expertise in developing e2e solutions."
"In this world of ever changing Internet technology, clients must be able to
rely on an experienced, technically-savvy partner to help them realize the power
of emerging technologies such as wireless and broadband," says Stephen Zarrilli,
president and CEO, US Interactive. "SoftPlus' technical leadership in pioneering
new Internet technologies, application frameworks and solution sets will give
clients a time-to-market advantage when leveraging emerging technologies to
build more robust relationships with their customers."
-more-
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US Interactive/SoftPlus -2-
"We are delighted to join forces with US Interactive because of their proven
leadership in the Internet professional services field. Their widely-acclaimed,
e-Roadmap(R) delivery platform, proven IVL Methodology(sm) and world-class
network of strategic alliances are a perfect complement to the SoftPlus
organization," notes Mohan Uttarwar, president, SoftPlus. "This combination of
talent and experience will provide us with a unique delivery platform to help
clients migrate their e-business initiatives from behind the Web to beyond the
Web."
According to Meredith Whalen, program manager, IDC Internet Services and ASP
Research, "The Internet Services market is growing rapidly; but competition is
growing as well. IDC believes that Internet Service firms who are involved in
constant innovation to their business will gain a competitive advantage. US
Interactive's recent acquisition of SoftPlus demonstrates such innovation as the
company expands its role into the CRM services space."
"SoftPlus is a tremendous business partner for Asia Online," notes Dan Hoffman,
managing director and vice president of Operations, Asia Online. "They provided
us with the overall strategy and technical talent to design and build our e2e
e-business. SoftPlus' proprietary e2e frameworks and integration patterns have
redefined e-solutions delivery from a time-to-value perspective. In the span of
four months they created an end-to-end e-business solution that is currently
being rolled out to several ISP properties across Asia-Pacific."
"The combination of SoftPlus and US Interactive provide an unmatched array of
capabilities and people all focused around e-business," says Scott Alexander,
chief e-business officer, AIG. "We have been a client of US Interactive's for
more than a year, and now more than ever AIG looks forward to continuing and
extending our relationship."
SoftPlus will be a US Interactive Strategic Business Unit (SBU), with Mohan
Uttarwar continuing to serve as its President, reporting to US Interactive's
President and CEO Stephen Zarrilli. Mr. Uttarwar will also be appointed to the
US Interactive Board of Directors.
Details about the Transaction
The consideration for the transaction is 4.8 million shares of US Interactive
common stock, $20 million in cash, and a one year $80 million note due to the
selling shareholders. US Interactive anticipates that it will repay the note
with proceeds obtained from one or more of the following: borrowings under its
credit facilities, a refinancing with commercial lenders, and the sale of
capital stock or debt securities in the public or private markets, together with
revenues generated from operations. The transaction, which is subject to
customary conditions to closing, is expected to close at the end of Q1. Lehman
Brothers Inc. acted as a financial advisor to US Interactive in connection with
this transaction.
About SoftPlus
SoftPlus is a leading e-solutions company with specialized expertise in
developing innovative B2B solutions for the global communications industry.
SoftPlus' proprietary e2e frameworks helps its professionals transform
enterprises into e-businesses by providing a unified Web-based view of all
interactions with agents, partners, and customers. By serving some of the
world's leading telecommunications and financial services companies, SoftPlus
has developed innovative e-CRM solutions to reach over one million customers of
the Global 2000. SoftPlus currently has more than 300 employees. SoftPlus
clients include: Interkom, E*TRADE; British Telecom/Viag Intercom; CMGI/NaviNet;
BellSouth; and Sun Microsystems. Its strategic alliance partners include leading
technology companies such as Sun Microsystems; Portal; Siebel Systems; Remedy;
and BEA.
-more-
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US Interactive/SoftPlus -3-
About U.S. Interactive, Inc.
US Interactive is a leading Internet professional services company that helps
the Global 2000 make business sense of the Internet by thinking, building and
running e-businesses. By combining business strategy, digital marketing and
technology skills, US Interactive builds electronic enterprises using its
proprietary e-Roadmap(R) delivery platform, IVL Methodology(sm) and CAPTURE(sm)
- - an Extranet relationship management tool. US Interactive currently has more
than 350 employees in seven cities: Los Angeles, Philadelphia, New York,
Washington, D.C., Boston, Chicago, and Murray Hill, NJ, and has conducted work
on behalf of numerous Fortune 1000 companies including AIG, Comcast, Intel,
Lucent, Microsoft, Pfizer, Sprint, and Universal Music. US Interactive was
named the 30th fastest growing technology company in the United States as
listed in Deloitte & Touche's prestigious Fast 500 Program based on the
percentage growth in revenues for the years 1994 to 1998.
Forward Looking Statements
This press release contains forward-looking statements that involve a number of
risks and uncertainties that could cause actual results to differ materially
from those indicated, including risks relating to the timetable for completion
of the acquisition, the future benefits U.S. Interactive expects to derive as a
result of the acquisition, personnel retention following the acquisition,
satisfaction of customary closing conditions, U.S. Interactive's success in
integrating SoftPlus with its own operations, the successful operation of
SoftPlus during the transition period following the announcement of the
acquisition, ability to obtain financing when required, and factors relating to
integration of the management teams and employees. Additionally, other factors
that could affect the Company's performance and future results are: general
economic conditions; fluctuations in operating results; the ability to
effectively manage future growth, to retain and efficiently integrate our
executive management team, and to identify, hire, train and retain, in a highly
competitive market, individuals highly skilled in the Internet and its rapidly
changing technology; significant revenue concentration in a limited number of
clients; the lack of long-term contracts; the ability to enter into, and retain
our existing strategic relationships; market acceptance, rapid technological
change, a decline in Internet usage, and intense competition in our market; and
our ability to effectively integrate the operational, managerial and financial
aspects of future acquisitions. For a discussion of these and other risk factors
that could affect US Interactive's business, see "Risk Factors" in US
Interactive's Prospectus dated August 9, 1999.
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The US Interactive name and design and e-Roadmap are registered service marks of
U.S. Interactive, Inc. IVL Methodology and CAPTURE are service marks of U.S.
Interactive, Inc. All other company names and products are trademarks of their
respective companies.
EDITOR'S NOTE: Additional information, including other announcements, about U.S.
Interactive, Inc. is available at www.usinteractive.com. Information about
SoftPlus is available at www.softplus.com
Public Relations Contacts:
Amy Goldsmith, U.S. Interactive, Inc., phone: 310-889-3191,
e-mail: [email protected]
Lauren Curley, The Horn Group, phone: 781-356-7126, e-mai
Investor Relations Contact:
Shawn Southard, U.S. Interactive, Inc., phone: 610-382-8879,
e-mail: [email protected]
