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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): MARCH 31, 2000
INTERNET PICTURES CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-26363 52-2213841
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
1009 Commerce Park Drive Oak Ridge, Tennessee 37830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (865) 482-3000
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N/A
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(Former name or former address, if changed since last report)
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ITEM 2 and 5. Acquisition or Disposition of Assets.
On March 31, 2000, Internet Pictures Corporation ("iPIX") completed the
acquisition of PictureWorks Technology, Inc. ("PictureWorks"), contemplated by
the Agreement and Plan of Merger (the "Merger Agreement") dated as of March 6,
2000 between iPIX, PictureWorks and Purple Sub, Inc ("Purple Sub"").
Purple Sub, a wholly owned subsidiary of iPIX, was merged with and into
PictureWorks (the "Merger"), with PictureWorks surviving as a wholly owned
subsidiary of iPIX, effective as of March 31, 2000. Each share of PictureWorks'
common stock was converted into a right to receive .22648 shares of iPIX common
stock. Additionally, each share of PictureWorks' Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock
was converted into a right to receive .00867, .08043, .22648 and .04290 shares
of iPIX common stock, respectively. These conversion ratios were determined
through arm's length negotiations concerning the terms of the Merger Agreement.
iPIX issued 4,644,334 shares in the aggregate to common and preferred
stockholders of PictureWorks.
The Merger Agreement is incorporated herein by reference from iPIX's Current
Report on Form 8-K for an event dated March 6, 2000 and is listed herein as
Exhibit 2.1. A copy of iPIX's press release announcing the close of the
acquisition is incorporated herein by reference and is included as Exhibit 99.1.
The foregoing descriptions of such documents are qualified in their entirety by
reference to such Exhibits.
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 financial
information of PictureWorks included in the Company's
registration statement filed on Form S-1 with the Commission
on March 17, 2000 (File No. 333-32680) (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 the Registration Statement previously filed with
the Commission.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated as of March 6, 2000, among Internet
Pictures Corporation, PictureWorks Technology, Inc. and Purple Sub,
Inc. (filed as Exhibit 2.1 to Internet Pictures Corporation's Current
Report on Form 8-K for an event dated March 6, 2000 and incorporated
herein by reference.)
99.1 Press release issued on April 3, 2000, by Internet Pictures
Corporation.
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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: April 5, 2000
/s/ John J. Kalec
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John J. Kalec
Chief Financial Officer and Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
2.1 Agreement and Plan of Merger dated
as of March 6, 2000, among Internet
Pictures Corporation, PictureWorks
Technology, Inc. and Purple Sub,
Inc. (filed as Exhibit 2.1 to
Internet Pictures Corporation's
Current Report on Form 8-K for an
event dated March 6, 2000 and
incorporated herein by reference.)
99.1 Press release issued on April 3, 2000,
by Internet Pictures Corporation.
</TABLE>
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EXHIBIT 99.1
IPIX CLOSES ACQUISITION OF PICTUREWORKS TECHNOLOGY, INC.
OAK RIDGE, Tenn. And PALO ALTO, Calif., April 3 / PRNewsire/ -- Internet
Pictures Corporation (Nasdaq: IPIX news; "iPIX"), a leader in visual content
infrastructure solutions for the Internet, today announced that it has
successfully completed its acquisition of PictureWorks Technology, Inc., a
premier provider of rich media solutions that enable end-users to easily post
still photos and other digital media content to the Web. Under the terms of the
agreement that were previously announced, Internet Pictures acquired all of the
outstanding shares of PictureWorks stock in exchange for 4,644,344 shares of
iPIX common stock. The transaction was valued at approximately $173 million. The
merger was effected on a tax-free basis to PictureWorks' stockholders and will
be accounted for as a purchase.
"This acquisition clearly illustrates our commitment to being the one-stop
source of rich media solutions for Internet sites," said Jim Phillips, chairman
and CEO of iPIX. "iPIX offers B2B and B2C commerce sites end-to-end solutions
for capture, processing, hosting and distribution of all rich media, including
user-supplied and professionally captured pictures, immersive images and video.
The addition of PictureWorks has not only expanded the breadth of our visual
content solutions, but has also accelerated our penetration of online markets
that include real estate, travel, insurance and auctions.
Through this acquisition, iPIX adds the capabilities of Rimfire, the industry
leading solution for user-supplied digital media. iPIX's rich media
infrastructure is now able to accept still photos, audio, video and other
digital media directly from end-users through a simple "drag and drop" Web
interface. iPIX stores this user-submitted rich media content on its highly
reliable and scalable hosting system and seamlessly distributes it to Web sites
for viewing. The combination of iPIX's robust hosting and distribution
infrastructure, a network of photographers serving more than 6,000 cities in
North American, patented immersive imaging products, and now the additional
capability of managing rich media directly from more than 140 million Internet
users, positions iPIX as the leading end-to-end provider of digital media
solutions for the Internet. The iPIX digital media infrastructure is based on an
extensive global infrastructure of services, networks and content delivery
systems. Among the services that this infrastructure enables iPIX to provide
are: capture and processing of iPIX immersive images and user-supplied rich
media content; management and hosting; and rich media distribution and
syndication. This combination of robust infrastructure and services makes iPIX
the choice for Internet imaging solutions in the real estate, e-retail, travel,
publishing, entertainment, consumer online auctions,
architecture/engineering/construction and insurance markets.
iPIX has built a highly reliable and scalable end-to-end solution by leveraging
relationship with Akamai and Exodus - through which it will support emerging
streaming media formats and the technologies of all leading digital camera
manufacturers, including Kodak, Nikon, Olympus, Epson and Sony. The company now
has more than 1,000
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customers, including AOL, Homestore.com, Discovery.com, Microsoft, CNN, General
Motors, IBM, NBC, Travelocity, Disney, Viacom, ADP, Auctions.com and Polaroid.
iPIX also has a network of photographers covering more than 6,000 cities.
About iPIX
iPIX provides global visual content infrastructure solutions for leading
e-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, including real estate, e-retail,
automotive, travel, publishing 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, iPIX, Internet Pictures, Rimfire and bamboo.com are
trademarks of Internet Pictures Corporation.
This press release contains forward-looking information within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange of 1934, and is subject to the safe harbors created by those sections.
Statements concerning the implementation of Internet Pictures Corporation's
services and the benefits expected to result from those services constitute
forward-looking statements and are based on current expectations. Actual results
may differ materially from those projected in the forward-looking statements.
The matters discussed in this press release also involve risks and uncertainties
described from time to time in Internet Pictures Corporation's filings with the
Securities and Exchange Commission (SEC). In particular, see "Risk Factors" in
the Registration Statement on Form S-1 filed with the SEC on March 17, 2000
(http://www.sec.gov).
