NBC INTERNET INC
8-K, 2000-02-02
BUSINESS SERVICES, NEC
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   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2000

- --------------------------------------------------------------------------------



                       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 1, 2000



                               NBC INTERNET, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                  000-27899                    94-3333463
- -------------------------------     -----------              -------------------
(State or other jurisdiction of     (Commission                 (IRS Employer
        incorporation)              File Number)             Identification No.)



                                 225 Bush Street
                         San Francisco, California 94104
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (415) 288-2500



                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


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ITEM 5.  OTHER EVENTS.

         On February 1, 2000, the Registrant issued a press release, a copy of
         which is attached hereto as Exhibit 99.1 and incorporated herein by
         reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits

         99.1 Press Release issued by the Registrant dated February 1, 2000


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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 thereunto duly authorized.

                                    NBC INTERNET, INC.



Date:  February 2, 2000             /s/ John Harbottle
                                    --------------------------------------------

                                    John Harbottle, Executive Vice President
                                    Finance and Chief Financial Officer


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February 1, 2000

NBCi TO ACQUIRE ALLBUSINESS.COM, A LEADING BUSINESS-TO-BUSINESS INTERNET
SERVICE

SAN FRANCISCO - FEBRUARY 1, 2000, CA - NBC Internet, Inc. (Nasdaq:
NBCI) today announced it has entered into an agreement to acquire
AllBusiness.com (www.allbusiness.com), a Web service designed to be the
virtual partner for small and growing businesses, in an all-stock agreement
to be valued at closing at approximately $225 million. In addition, NBCi will
assume outstanding options of AllBusiness.com. The transaction is expected to
close by the end of the first quarter and is subject to customary closing
conditions.

AllBusiness.com is a leading destination Web site offering comprehensive,
practical solutions to the everyday challenges of starting, managing and
growing a business. By aggregating high-quality services, products, tools and
information, as well as offering expert advice, the site provides
entrepreneurs and small businesses with a single point of access for
resources that enhance operations, solve problems and save money.

The acquisition of AllBusiness.com - which will join NBCi's ComFind business
directory service and Snap Business Network - marks a major step in the
formation of NBCi's business-to-business division. NBCi expects to unveil
additional components of its business-to-business strategy in the coming
weeks and months.

NBCi currently is in a quiet period associated with a registration statement
filed in connection with a follow-on offering of NBCi Class A common stock,
previously announced on January 14, 2000.

"Joining forces with AllBusiness.com takes us one step closer to leveraging
NBCi's core competencies and strengths, as well as potential synergies with
our existing partners. We believe AllBusiness.com will provide a particularly
broad platform from which we can develop and integrate our ongoing
opportunities," said Chris Kitze, CEO of NBC Internet, Inc.

Teymour Boutros-Ghali, AllBusiness.com's CEO, said: "AllBusiness.com has
worked hard to build a one-stop, business-intelligence service, offering
small and mid-size companies easy access to the best online resources,
information, services and products. This agreement to unite with NBCi, a
respected global integrated media company, will expand our ability to
effectively


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reach this under-served market."

In December of 1999, NBCi announced the appointment of Alan Braverman to the
position of President of NBCi's Business-to-Business Division. Braverman, who
will lead the integration of AllBusiness.com with NBCi's other business
services, formerly served as the senior managing director and head of
Internet research at both Banc of America Securities and Deutsche Bank
Securities.

Braverman said: "The acquisition of AllBusiness.com is an important component
of NBCi's Business-to-Business division which we have been working diligently
to assemble over the past few months. I look forward to close involvement
with the day-to-day operations of this exciting service as we work to
integrate AllBusiness.com with NBCi's existing business services and utility
products, and with future partnerships and acquisitions."

ABOUT ALLBUSINESS.COM
Founded in November 1998, the company has grown to more
than 100 employees with offices in San Francisco's financial district.
AllBusiness.com is a privately held company financed by American City
Business Journals, Canaan Partners, Intel Corporation, Technology Crossover
Ventures (TCV), Venture Strategy Group and other venture and corporate
investors.

ABOUT NBC INTERNET, INC. (NBCi)
NBC Internet, Inc. (NBCi), a branded global integrated media company,
commenced operations in November 1999. NBCi integrates major media platforms,
including Internet, broadcast and cable television and radio, to deliver
powerful ways for partners to connect with users and customers. NBCi's
flagship consumer Web site, Snap (www.snap.com), provides a comprehensive
online experience to users worldwide via Internet search & directory,
community, shopping, e-commerce, multimedia and entertainment services across
all bandwidths.

NBCi was created through the combination of Snap, XOOM.com, NBC.com, NBC
Interactive Neighborhood, AccessHollywood.com, VideoSeeker and a 10 percent
equity stake in CNBC.com. NBC Internet publicly trades under the ticker NBCI
on The Nasdaq Stock Market-Registered Trademark-. NBC holds a 47.3 percent
ownership stake in NBCi and brings to the venture the storied heritage of 70
years of branded media and technology innovations. NBCi is headquartered in
San Francisco and has offices in New York City, Los Angeles, Chicago and
Paris, France. For more information about NBCi and its constituent Internet
services, please see the NBCi corporate Web site at www.nbci.com.

This press release contains statements that are forward-looking. These
statements are based on NBCi's expectations of its future results as of the
date of this press release. Actual results may differ materially from those
projected because of a number of risks and uncertainties, including those
listed from time to time in NBC Internet Inc.'s SEC reports, including but
not limited to XOOM.com, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998; XOOM.com's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1999, June 30, 1999 and September 30, 1999; the Registration
Statements on Form S-4 and Form S-1 filed by NBC Internet, Inc., as amended.
Important factors that could cause the results to differ materially from
those in any such forward-looking statements include: NBCi's limited
operating history; unpredictability of its quarter-to-quarter results; its
unproven business model and dependence on members; risks associated with its
international operations; its reliance on a network infrastructure; its
dependence on vendors and suppliers; management of its growth and expansion;
risks associated with brand development; its


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reliance on advertising revenue; intense competition with other Web
communities and businesses; the risks of infringement of intellectual
property rights; risks associated with acquisitions; and reliance on
strategic relationships.

CONTACTS:

Robert Silverman, NBCi, 212-664-2756,
[email protected]

Frances Byrne, NBCi, 415-875-7913,
[email protected]

Michelle Frigo, AllBusiness.com, 415-395-4307,
[email protected]



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