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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 8, 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 March 9, 2000, U.S. Interactive, Inc., a Delaware corporation (the
"Company"), issued a press release announcing that it had completed its
previously announced acquisition of Soft Plus, Inc., a privately-held
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 March 9, 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 14th day of March, 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 March 9, 2000.
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[GRAPHIC OMITTED] NEWS RELEASE
WWW.USINTERACTIVE.COM
For Immediate Release
US Interactive Completes Acquisition of Soft Plus, the Leading
e-Solutions Company to the Communications Industry
US Interactive to Add Global Presence and Gain Additional
Business-to-Business Expertise to Extend the Global 2000
from Behind the Web to Beyond the Web
PHILADELPHIA, PA and CUPERTINO, CA - March 9, 2000 - U.S. Interactive, Inc.,
(NASDAQ: USIT) a leading Internet professional services company today announced
it completed the previously announced acquisition of Soft Plus, Inc., a
privately-held, leading e-solutions company based in Cupertino, CA. The
acquisition of Soft Plus will enable US Interactive to offer the Global 2000
innovative, end-to-end (e2e) solutions to extend their businesses from behind
the Web to beyond the Web.
The combination of US Interactive and Soft Plus 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 700 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 also gains the Soft Plus "vertical in a box" methodology to
enable vertical penetration in additional industries expected to deliver new B2B
opportunities.
Through Soft Plus' 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. Soft Plus 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 result of this union changes the Internet professional services market,"
stated Eric Pulier, chairman and co-founder, US Interactive. "We are now
positioned to provide clients throughout the world comprehensive e2e solutions
to take advantage of the next wave of Internet technologies."
Soft Plus, which will operate as U.S. Interactive, Corp. (Delaware), will be a
US Interactive Strategic Business Unit (SBU), with Mohan Uttarwar serving as its
President, reporting to US Interactive's President and CEO Stephen Zarrilli. Mr.
Uttarwar has also been appointed to the US Interactive Board of Directors.
-more-
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US Interactive/Soft Plus -2-
In the merger, US Interactive paid to the selling shareholders approximately 3.4
million shares of unregistered US Interactive common stock, $20 million in cash,
and an unsecured $80 million note due on the earlier of one year or closing of a
public offering by the Company of its common stock. In addition, US Interactive
assumed the options to purchase Soft Plus common stock which were outstanding
under the Soft Plus stock option plans. These options, when vested, will be
options to purchase a total of approximately 1.4 million shares of US
Interactive common stock.
Shareholders of Soft Plus holding a total of approximately 2.8 million
unregistered shares of US Interactive's common stock which they received in the
Merger signed an agreement requiring them to hold their shares for up to two
years, with the restriction to lapse with respect to 25% of the shares every six
months beginning on a date six months following the closing of the Merger. Under
a registration rights agreement, US Interactive agreed to register for resale up
to 25% of the shares which are subject to the lock-up restrictions when the
Company is eligible to register shares of its common stock on Form S-3 (expected
to occur in August 2000). US Interactive also granted additional limited
("piggy-back") registration rights covering the shares of its common stock
issued in the merger. Lehman Brothers Inc. acted as a financial advisor to US
Interactive in connection with the acquisition of Soft Plus.
About Soft Plus
Soft Plus is a leading e-solutions company with specialized expertise in
developing innovative B2B solutions for the global communications industry. Soft
Plus' 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, Soft Plus has developed
innovative e-CRM solutions to reach over one million customers of the Global
2000. Soft Plus currently has more than 300 employees. Soft Plus 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.
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.
-more-
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US Interactive/Soft Plus -3-
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 future benefits US
Interactive expects to derive as a result of the acquisition, personnel
retention following the acquisition, US Interactive's success in integrating
Soft Plus with its own operations, 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
US Interactive, Inc. IVL Methodology and CAPTURE are service marks of US
Interactive, Inc. All other company names and products are trademarks of their
respective companies.
EDITOR'S NOTE: Additional information, including other announcements, about US
Interactive is available at www.usinteractive.com. Information about Soft Plus
is available at www.softplus.com
Public Relations Contacts:
Amy Goldsmith, US Interactive, phone: 310-889-3191, e-mail:
[email protected]
Lauren Curley, The Horn Group, phone: 781-356-7126, e-mail:
[email protected]
Investor Relations Contact:
Shawn Southard, US Interactive, phone: 610-382-8879, e-mail:
[email protected]
