<PAGE> 1
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 10, 2000
INTERNET PICTURES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 000-26363 52-2213841
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
1009 Commerce Park Drive Oak Ridge, Tennessee 37830
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 482-3000
- ---------------------------------------------------
bamboo.com, Inc.
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
On January 19, 2000, Interactive Pictures Corporation ("IPIX") and
bamboo.com, Inc. ("bamboo.com"), now known as Internet Pictures Corporation,
completed the merger contemplated by the Agreement and Plan of Merger (the
"Merger Agreement") dated October 25, 1999 between IPIX and bamboo.com.
Bamboo-Mergersub, Inc., a wholly owned subsidiary of bamboo.com, was
merged with and into IPIX (the "Merger"), with IPIX surviving as a wholly owned
subsidiary of bamboo.com, effective as of January 19, 2000. Each share of IPIX
common stock was converted into the right to receive 1.3690 shares of bamboo.com
common stock. The conversion ratio was determined through arm's length
negotiations concerning the terms of the Merger Agreement.
The Merger Agreement is incorporated herein by reference from
bamboo.com's Current Report on Form 8-K for an event dated October 25, 1999 and
is listed herein as Exhibit 2.1. A copy of IPIX and bamboo.com's joint press
release announcing the effectiveness of the Merger is incorporated herein by
reference and is included as Exhibit 99.1. The foregoing description of such
document is qualified in its entirety by reference to such Exhibit.
On January 19, 2000, Internet Pictures Corporation, a wholly-owned
subsidiary of bamboo.com, merged with and into bamboo.com. The purpose of the
merger was to change the name of bamboo.com to Internet Pictures Corporation
(the "Company"). A copy of the agreement and plan of merger between Internet
Pictures Corporation and bamboo.com is included as Exhibit 2.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. Pursuant to Rule
12b-23 of the Securities Exchange Act of 1934, as amended, the
Company hereby incorporates by reference the consolidated
financial information of IPIX included in the Company's
registration statement filed on Form S-4 filed with the
Commission on November 17, 1999, as amended on December 16,
1999 and declared effective on December 16, 1999 (File No.
333-91139) (the "Registration Statement").
(b) Pro Forma Financial Information. Pursuant to Rule 12b-23 of
the Exchange Act, the Company hereby incorporates by reference
the pro forma combined financial information of the Company
included in its Registration Statement previously filed with
the Commission.
(c) Exhibits:
2.1* Agreement and Plan of Merger dated as of October 25, 1999 by and among
Interactive Pictures Corporation and bamboo.com, Inc. (filed as Exhibit
2.1 to bamboo.com's Current Report on Form 8-K for an event dated
October 25, 1999 and incorporated herein by reference.)
2.2 Form of Agreement and Plan of Merger dated as of January 19, 2000 by
and among bamboo.com, Inc. and Internet Pictures Corporation
99.1 Press Release Dated January 19, 2000.
* Previously filed by the Company in its Form 8-K filing on November 1,
1999 and incorporated by reference herein.
SIGNATURES
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.
INTERNET PICTURES CORPORATION
Dated: February 10, 2000
/s/ Matthew S. Heiter
---------------------
Matthew S. Heiter
Executive Vice President
and General Counsel
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
2.1* Agreement and Plan of Merger dated as of October 25, 1999 by and among
Interactive Pictures Corporation and bamboo.com, Inc.
2.2 Form of Agreement and Plan of Merger dated as of
January 19, 2000 by and among bamboo.com, Inc.
and Internet Pictures Corporation.
99.1 Press Release Dated January 19, 2000
</TABLE>
* Previously filed by the Company in its Form 8-K filing on November 1, 1999 and
incorporated by reference herein.
<PAGE> 1
EXHIBIT 2.2
AGREEMENT AND PLAN OF MERGER
dated as of
January 19, 2000
between
BAMBOO.COM, INC.
and
INTERNET PICTURES CORPORATION
<PAGE> 2
PAGE
TABLE OF CONTENTS
----------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions......................................................................1
ARTICLE 2
THE MERGER
SECTION 2.01. The Merger.......................................................................1
SECTION 2.02. Cancellation of Shares...........................................................2
ARTICLE 3
THE SURVIVING CORPORATION
SECTION 3.01. Certificate of Incorporation.....................................................2
SECTION 3.02. By-Laws..........................................................................2
SECTION 3.03. Directors and Officers...........................................................2
SECTION 3.04. Name of the Surviving Corporation................................................2
ARTICLE 4
MISCELLANEOUS
SECTION 4.01. Amendments; No Waivers...........................................................2
SECTION 4.02. Expenses.........................................................................3
SECTION 4.03. Successors and Assigns...........................................................3
SECTION 4.04. Governing Law....................................................................3
SECTION 4.05. Counterparts; Effectiveness......................................................3
SECTION 4.06. Entire Agreement.................................................................3
SECTION 4.07. Severability.....................................................................3
</TABLE>
<PAGE> 3
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of January 19, 2000 between
bamboo.com, Inc., a Delaware corporation ("PARENT"), and Internet Pictures
Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent
("SUBSIDIARY").
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions. (a) The following terms, as used herein,
have the following meanings:
"DELAWARE LAW" means the General Corporation Law of the State of
Delaware.
"PERSON" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.
"SUBSIDIARY STOCK" means the common stock, par value $0.001 per share,
of Subsidiary; Parent is owner of record of 100% of the outstanding Subsidiary
Stock, the Subsidiary Stock being the only stock of Subsidiary outstanding.
ARTICLE 2
THE MERGER
SECTION 2.01. The Merger. (a) On the Effective Date (as defined below),
Subsidiary shall be merged (the "MERGER") with and into Parent in accordance
with Delaware Law, whereupon the separate existence of Subsidiary shall cease,
and Parent shall be the surviving corporation (the "SURVIVING CORPORATION").
(b) As soon as practicable after the execution of this Agreement,
Parent and Subsidiary will file a certificate of merger with the Secretary of
State of the State of Delaware and make all other filings or recordings required
by Delaware Law in connection with the Merger. The Merger shall become effective
at such time (the "EFFECTIVE DATE") as the certificate of merger is duly filed
with the
<PAGE> 4
Secretary of State of the State of Delaware (or at such later time as may be
specified in the certificate of merger).
(c) From and after the Effective Date, the Surviving Corporation shall
possess all the rights, powers, privileges and franchises and be subject to all
of the obligations, liabilities, restrictions and disabilities of Parent and
Subsidiary, all as provided under Delaware Law.
SECTION 2.02. Cancellation of Shares. As of the Effective Date, each
share of Subsidiary Stock shall be surrendered and cancelled. No shares of stock
of Parent or other consideration shall be issued in exchange therefore.
ARTICLE 3
THE SURVIVING CORPORATION
SECTION 3.01. Certificate of Incorporation. The certificate of
incorporation of Parent shall be the certificate of incorporation of the
Surviving Corporation.
SECTION 3.02. By-Laws. The By-Laws of Parent in effect on the Effective
Date shall be the By-Laws of the Surviving Corporation until amended in
accordance with applicable law.
SECTION 3.03. Directors and Officers. From and after the Effective
Date, until successors are duly elected or appointed and qualified in accordance
with applicable law, (i) the directors of Parent as of the Effective Date shall
be the directors of the Surviving Corporation and (ii) the officers of Parent as
of the Effective Date shall be the officers of the Surviving Corporation.
SECTION 3.04. Name of the Surviving Corporation. From and after the
Effective Date, pursuant to Section 253 of the Delaware Law, the name of the
Surviving Corporation shall be "Internet Pictures Corporation."
ARTICLE 4
MISCELLANEOUS
SECTION 4.01. Amendments; No Waivers. (a) Any provision of this
Agreement may be amended or waived prior to the Effective Date if, but only if,
such amendment or waiver is in writing and is signed, in the case of an
amendment, by each party to this Agreement or, in the case of a waiver, by each
party against whom the waiver is to be effective.
2
<PAGE> 5
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
SECTION 4.02. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by Parent.
SECTION 4.03. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the prior written consent of the other parties hereto.
SECTION 4.04. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware.
SECTION 4.05. Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto. No provision of
this Agreement is intended to confer any rights, benefits, remedies, obligations
or liabilities hereunder upon any Person other than the parties hereto and their
respective successors and assigns.
SECTION 4.06. Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter of this Agreement
and supersedes all prior agreements and understandings, both oral and written,
among the parties with respect to the subject matter of this Agreement.
SECTION 4.07. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Upon such a determination, the parties shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner so that the transactions contemplated hereby
shall be consummated as originally contemplated to the fullest extent possible.
3
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
BAMBOO.COM, INC.
By:
--------------------------------------
Name:
Title:
INTERNET PICTURES CORPORATION
By:
--------------------------------------
Name:
Title:
4
<PAGE> 1
EXHIBIT 99.1
Contacts:
John Kalee, VP & CFO
Interactive Pictures Corporation
(423) 482-3000
[IPIX LOGO]
Corey Cutler/Jill Zames/Peter Molineaux
Media: Eileen King/Emily Brunner
Morgen-Walke Associates, Inc.
(212) 850-5600
IPIX AND BAMBOO.COM COMPLETE MERGER
Creates a Leading Provider of Visual Content Solutions for the Internet
Will Focus on B2B Imaging Infrastructure for Ecommerce and New Media Web Sites
OAK RIDGE, Tenn. and PALO ALTO, Calif. (1/19/00) - Interactive Pictures
(Nasdaq: IPIX) and bamboo.com (Nasdaq: BAMB) today announced the completion of
their merger following approval by each company's shareholders. The new company,
to be named Internet Pictures Corporation (iPIX), will be a leading provider of,
visual content and infrastructure for businesses and leading ecommerce and new
media Web sites.
"iPIX is positioned to set the standard for visual content on the Internet,"
said Jim Phillips, Chairman and CEO of iPIX. "By offering superior content
creation, hosting and distribution of images on the Internet, iPIX provides
value-added solutions to accelerate ecommerce for B2B customers."
Under the final terms of the transaction, holders of IPIX common stock received
1.3690 shares of common stock of BAMB for each share of IPIX held. As a result
of the transaction, BAMB and IPIX shareholders will each own approximately 50%
of the combined company. The new company will have 45,244,317 shares
outstanding. Based on today's closing price, the assumed market capitalization
is approximately 1.1 billion. The new company's principal headquarters are in
Oak Ridge, Tennessee with co-headquarters in Palo Alto, California.
Jim Phillips is CEO and chairman of the board of directors for iPIX. Jeff
Peters is president of iPIX. Mark Searle, former COO of bamboo.com, has been
named COO of iPIX and John Kalee is CFO of iPIX.
-more-
<PAGE> 2
Interactive Pictures Corporation
Page 2
The board of the new company will be composed of Phillips, Leonard McCurdy,
Kevin McCurdy, Laban Jackson, John Hendricks, Michael Easterly, John Trezevant,
John Moragne and Philip Sanderson.
Interactive Pictures common stock and bamboo.com common stock traded under their
separate trading symbols on January 19, the day of each company's shareholders's
meeting. At the close of trading on January 19, IPIX common stock was delisted
from the Nasdaq Stock Market and was deregistered with the SEC. On and only on
January 20, all stock will have become common stock of Internet Pictures
Corporation and will trade under the symbol BAMB. On January 21, all stock of
the new company will trade under the symbol IPIXD, which is the temporary symbol
for Internet Pictures Corporation, The D will stay with the ticker symbol for 30
days, after which the common stock of Internet Pictures Corporation will trade
under the ticker symbol "IPIX". The company's common stock will continue to
trade under the ticker symbol "IPIX."
Summary
DATE TICKER SYMBOL
---- -------------
1/19/00 IPIX and BAMB
1/20/00 BAMB
1/21/00 - 2/20/00 IPIXD
2/21/00 IPIX
ABOUT INTERNET PICTURES CORPORATION
Internet Pictures Corporation provides global visual content and infrastructure
for leading commerce and new media Web sites. The iPIX end-to-end solutions
enable the creation, hosting, and distribution of rich visual content to
thousands of Internet sites. A broad array of industries around the world,
including real estate, e-retail, travel, and new media and entertainment, are
capitalizing on iPIX visual content to give viewers more information, more
interaction and a richer online experience. The company is headquartered in Oak
Ridge, Tennessee with co-headquarters in Palo Alto, California.
###
IPIX, Interactive Pictures, Internet Pictures, iPIX and bamboo.com are
trademarks of Internet Pictures Corporation.
