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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 17, 2000
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(Date of Report)
NETWORK COMMERCE INC.
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(Exact Name of Registrant as Specified in Charter)
Washington 000-26707 91-1628103
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
411 FIRST AVENUE SOUTH, SUITE 200 NORTH, SEATTLE, WASHINGTON 98104
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(Address of Principal Executive Offices, including Zip Code)
(206) 223-1996
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(Registrant's Telephone Number, Including Area Code)
SHOPNOW.COM INC.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On May 18, 2000, the registrant announced that the registrant's
corporate name had been changed from ShopNow.com Inc. to its current name,
Network Commerce Inc. The registrant's ticker symbol on the Nasdaq National
Market is being changed, effective May 18, 2000, from "SPNW" to "NWKC", to
reflect the new corporate name. A copy of the press release announcing the
name change is attached as an exhibit to this report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press Release dated May 18, 2000, announcing the
name change
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 hereunto duly authorized.
SHOPNOW.COM, INC.
Dated: May 22, 2000 By /s/ Alan Koslow
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Alan Koslow
Executive Vice President, Chief Financial
Officer, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit Number Description
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99.1 Press Release dated May 18, 2000, announcing the name change
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SHOPNOW.COM ANNOUNCES NEW CORPORATE NAME AND AN
ACCELERATED PROFITABILITY SCHEDULE
NETWORK COMMERCE INC. EXPECTS GROSS MARGINS TO EXCEED 50 PERCENT BY THE END
OF 2000; COMPANY OBJECTIVE IS TO REACH PROFITABILITY IN Q4 2001
SEATTLE - May 18, 2000 - ShopNow.com Inc. today announced the creation of a new
corporate identity to better reflect the company's position as a leading
provider of technology, services and commerce networks for Internet sites,
businesses and merchants. The company's new corporate name is Network Commerce
Inc. (Nasdaq: NWKC). The new name will serve as an umbrella identity for the
company.
Network Commerce's core commerce infrastructure technology, commerce
applications and services will be known as the Network Commerce Distributed
CommerceSuite. Built on the Distributed CommerceSuite are the Network Commerce
Distributed Business Network, which includes b2bNow.com, FreeMerchant.com and
pending its acquisition, Ubarter.com; and the Network Commerce Distributed
Consumer Network, which includes ShopNow.com, BottomDollar.com, and
SpeedyClick.com. The names of these Internet properties will remain the same.
The company also offers consulting, custom commerce solutions, and integrated
marketing services through Network Commerce Inc.'s eBusiness Services division.
Network Commerce Inc. also announced its goal of achieving profitability, on a
pro forma basis consistent with current reporting, in the fourth quarter of
2001, significantly earlier than consensus analyst expectations. The company has
reported strong financial results over the last several quarters, with total
revenue for the first quarter of 2000 at $18.7 million, an increase of 39
percent from $13.4 million in the fourth quarter of 1999 and an increase of 146
percent from $7.6 million in the third quarter of 1999. The company's gross
margins increased to 44 percent in the first quarter of 2000 from 42 percent in
the fourth quarter of 1999, and 36 percent in the third quarter of 1999. The
company anticipates gross margins will exceed 50 percent by the end of 2000.
"We have demonstrated the strength of our business model with tremendous
revenue growth and strong gross margins. We are confident we will reach
profitability significantly ahead of schedule by further strengthening revenue
growth, accelerating margins and lowering expenses as a percentage of revenue,"
said Dwayne Walker, chairman and chief executive officer of
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Network Commerce Inc. "Our expansive commerce networks and large customer base
clearly illustrate our position as a leading e-commerce technology and services
company."
Network Commerce Inc. provides businesses with the technology, services and the
marketplaces to successfully conduct business online:
- - The Network Commerce Distributed CommerceSuite is comprised of the
company's core technology and services which empower businesses and
merchants to create, manage and grow a reliable online presence. These
include domain registration; commerce store building technology; hosting
services; transaction processing and fraud detection technology; customer
delivery and retention programs; comparison shopping and commerce
marketplace engines; and custom commerce solutions. Over 20,000 businesses
have already licensed components of the Network Commerce Distributed
CommerceSuite.
- - The Network Commerce Distributed Business Network consists of b2bNow.com
(http://www.b2bnow.com), a business-to-business marketplace and directory
featuring over 610,000 businesses in 260 international markets;
FreeMerchant.com (http://www.freemerchant.com), a business and merchant
online store builder with over 65,000 hosted businesses; and pending
completion of the merger in June 2000, Ubarter.com
(http://www.ubarter.com), a business-to-business barter exchange with over
4,000 business customers.
- - The Network Commerce Distributed Consumer Network consists of ShopNow.com
(http://www.shopnow.com), a leading shopping network and directory
featuring over 60,000 merchants and over 7,000 affiliate sites;
BottomDollar.com (http://www.bottomdollar.com), a comparison shopping
network with over 1,700 affiliate sites; and SpeedyClick.com
(http://www.speedyclick.com), a leading commerce-enabled entertainment
community with over 7,000 affiliate sites.
- - Network Commerce Inc.'s eBusiness Services division provides consulting,
custom commerce, and integrated marketing services.
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Network Commerce Inc. will host a conference call at 9:00 a.m. Eastern Time
(6:00 a.m. Pacific Time) to discuss its new corporate name and accelerated
profitability schedule. The call will feature remarks by Chairman and Chief
Executive Officer Dwayne Walker followed by a question and answer session. The
dial-in number for the conference call is 1-888-214-7574.
The conference call will be replayed for 48 hours, starting approximately one
hour after the call ends. For callers within the United States, the replay
number is 1-800-633-8284. For callers outside the United States, the replay
number is 1-858-812-6440. The replay confirmation number is 15258302.
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A broadcast of the conference call may also be heard via a live Web cast or
replay on the corporate Web site at http://www.networkcommerce.com and on
http://www.vcall.com.
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ABOUT NETWORK COMMERCE INC.
Network Commerce Inc. (http://www.networkcommerce.com) is a leading provider of
technology, services and commerce networks for Internet sites, businesses and
merchants. Network Commerce's core commerce infrastructure technology, services
and commerce applications are known as the Network Commerce Distributed
CommerceSuite. Built on the Distributed CommerceSuite are the Network Commerce
Distributed Business Network and the Network Commerce Distributed Consumer
Network. The Network Commerce Distributed Consumer Network is comprised of
ShopNow.com (http://www.shopnow.com), a leading shopping network and directory
featuring over 60,000 merchants and over 7,000 affiliate sites; BottomDollar.com
(http://www.bottomdollar.com), a comparison shopping network with over 1,700
affiliate sites; and SpeedyClick.com (http://www.speedyclick.com), a leading
commerce-enabled entertainment community with over 7,000 affiliate sites. The
Network Commerce Distributed Business Network is comprised of b2bNow.com
(http://www.b2bnow.com), a business-to-business marketplace and directory
featuring over 610,000 businesses in 260 international markets; FreeMerchant.com
(http://www.freemerchant.com), a business and merchant store builder with over
65,000 hosted businesses; and, pending completion of the merger in June 2000,
Ubarter.com (http://www.ubarter.com), a business-to-business barter exchange
with over 4,000 businesses. Network Commerce Inc.'s eBusiness Services division
provides consulting, custom commerce solutions, and integrated marketing
services. Network Commerce Inc. has over 600 employees and is headquartered in
Seattle with offices in Arizona, California, and Georgia.
FORWARD LOOKING STATEMENTS:
CERTAIN STATEMENTS IN THIS ANNOUNCEMENT, INCLUDING STATEMENTS CONCERNING OUR
PLANS, INTENTIONS AND EXPECTATIONS, CONTAIN "FORWARD-LOOKING STATEMENTS" WITHIN
THE MEANING OF THE SECURITIES ACT OF 1933 AS AMENDED. FORWARD-LOOKING STATEMENTS
ARE BASED ON THE OPINIONS AND ESTIMATES OF MANAGEMENT AT THE TIME THE STATEMENTS
ARE MADE AND ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE
FORWARD-LOOKING STATEMENTS. THE WORDS "BELIEVE," "EXPECT," "INTEND,"
"ANTICIPATE," VARIATIONS OF SUCH WORDS AND SIMILAR EXPRESSIONS IDENTIFY
FORWARD-LOOKING STATEMENTS BUT THEIR ABSENCE DOES NOT MEAN THAT THE STATEMENT IS
NOT FORWARD-LOOKING. THESE STATEMENTS ARE NOT GUARANTIES OF FUTURE PERFORMANCE
AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE
DIFFICULT TO PREDICT. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS THAT SPEAK ONLY AS OF THE DATE OF THIS ANNOUNCEMENT.
FACTORS THAT COULD AFFECT NETWORK COMMERCE'S ACTUAL RESULTS, INCLUDE, AMONG
OTHERS, THE FACTORS DESCRIBED IN NETWORK COMMERCE'S FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION, INCLUDING ITS QUARTERLY REPORT ON FORM 10-Q FOR THE
QUARTER ENDED MARCH 31, 2000. NETWORK COMMERCE INC. UNDERTAKES NO OBLIGATION TO
UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS TO REFLECT NEW INFORMATION,
EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS RELEASE OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS.
PRESS CONTACTS:
Rita Brautigam, Network Commerce Inc., (206) 223-1996, [email protected]
Matt Gillingham, APCO Worldwide, (206) 972-2596, [email protected]
INVESTOR RELATIONS CONTACTS:
Alan Koslow, Network Commerce Inc., (877) 430-0131, [email protected]
Elise Spencer, Network Commerce Inc., (877) 430-0131, [email protected]
