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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 14, 2000
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ASHFORD.COM, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27357 76-0617905
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3800 Buffalo Speedway, Suite 400, Houston, Texas 77098
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (713) 369-1300
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(Former name or Former Address, if Changed Since Last Report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 14, 2000, Ashford.com, Inc. (the "Company"), a Delaware
corporation, Ashford-Jasmin Fragrance Corporation ("Ashford-Jasmin"), a Delaware
corporation and wholly-owned subsidiary of Ashford.com, Inc., and Jasmin.com
Corporation ("Jasmin.com"), a Delaware corporation and Internet fragrance
retailer, executed an Agreement and Plan of Reorganization (the "Agreement")
whereas Jasmin.com shall be merged with and into Ashford-Jasmin with
Ashford-Jasmin continuing as the surviving corporation. Upon execution of the
Agreement, the aggregate purchase price totaled $5 million, including $738,902
cash and 330,354 shares of the Company's common stock. The Agreement also
provides for the issuance of additional shares of the Company's common stock to
Jasmin.com, not to exceed 736,514 shares, upon the resolution of certain
authorized dealer relationship contingencies as set forth in the Agreement. The
cash component of the aggregate purchase price was funded from the Company's
existing cash and cash equivalent balances. The acquisition is being treated as
a purchase for accounting purposes.
The principal assets acquired include an Internet domain name and
related trademarks, inventory and other tangible and intangible assets related
to Internet retail operations.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) - Financial Statements of Business Acquired.
Financial Statements for Jasmin.com will be filed under an
amendment to this report as soon as practicable but not
later than sixty days after the filing of this report.
(b) - Pro Forma Financial Information.
Pro forma financial information relative to the
acquisition will be filed under an amendment to this
report as soon as practicable but not later than sixty
days after the filing of this report.
(c) Exhibits:
Exhibit
Number Description
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+*2.4 Agreement and Plan of Reorganization dated
as of January 14, 2000 by and among the
Company, Ashford-Jasmin Fragrance Company
and Jasmin.com Corporation
99.1 Text of Press Release dated January 17, 2000
* Confidential treatment requested as to certain portions of this
exhibit. To be filed by amendment.
+ Pursuant to Item 601(b)(2) of Regulation SK, certain exhibits
to this Agreement and Plan of Reorganization have been omitted. Such exhibits
will be submitted to the Securities and Exchange Commission upon request.
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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 hereunto duly authorized.
ASHFORD.COM, INC.
Date: January 28, 2000 By: /s/ James Whitcomb
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James Whitcomb
President
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EXHIBIT INDEX
Exhibit
Number Description
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+* 2.4 Agreement and Plan of Reorganization dated as of January 14, 2000
by and among the Company, Ashford-Jasmin Fragrance Company and
Jasmin.com Corporation
99.1 Text of Press Release dated January 17, 2000
* Confidential treatment requested as to certain portions of this exhibit. To
be filed by amendment.
+ Pursuant to Item 601(b)(2) of Regulation SK, certain exhibits to this
Agreement and Plan of Reorganization have been omitted. Such exhibits will be
submitted to the Securities and Exchange Commission upon request.
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EXHIBIT 99.1
PRESS RELEASE
ASHFORD.COM COMPLETES ACQUISITION OF JASMIN.COM
HOUSTON, Jan. 17 /PRNewswire/ -- Ashford.com (Nasdaq: ASFD), the leading
Internet retailer of luxury and premium products, today announced that it has
completed its acquisition of Jasmin.com of New Canaan, CT. On January 7, 2000,
Ashford.com announced a definitive agreement to acquire privately-held
Jasmin.com, an e-commerce site specializing in prestige fragrances. Jasmin.com's
direct relationships with nearly 300 of the world's most prestigious fragrance
brands are expected to expand and complement Ashford.com's growing portfolio of
luxury brand offerings. The agreement also brings Ashford.com unique content
features and a talented management team of fragrance experts who will join
Ashford.com and assume responsibility for managing its fragrance business.
Company Background
Ashford.com is the leading Internet retailer of luxury and premium products.
The company's e-commerce site, located at HTTP://WWW.ASHFORD.COM, offers a vast
selection of diamonds and more than 13,000 styles of new and vintage watches,
designer jewelry, fragrance, bath and body products, leather accessories, ties,
scarves, sunglasses and writing instruments from more than 300 leading brands.
Dedicated to creating a comfortable and safe shopping environment, Ashford.com
offers customers the Ashford.com Protection PlusTM policy, which provides
best-in-industry warranties, privacy and security. Ashford.com is headquartered
in Houston, Texas.
Forward Looking Statements
This release contains forward looking statements within the meaning of
Section 21E of the Securities and Exchange Act of 1934, including statements
regarding Ashford.com's expectations, beliefs, hopes, intentions or strategies
regarding the future. Forward looking statements include statements regarding
future sales, market growth and competition. All forward looking statements are
based upon information available to Ashford.com as of the date of the statement,
and Ashford.com assumes no obligation to update any such forward looking
statement. The potential risks and uncertainties that could cause actual results
to differ materially include, but are not limited to, the failure of systems
associated with order fulfillment; changes in product mix; inventory risks due
to shifts in market demand; continued competitive factors and pricing pressures;
and market responses to pricing actions and promotional programs. Actual results
could differ materially from Ashford.com's current expectations. Further
information on the factors and risks that could affect
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Ashford.com's financial
results are included in its filings with the Securities and Exchange Commission,
including the quarterly report on Form 10Q for the quarter ended September 30,
1999 and the Form 10-Q for the quarter ended December 31, 1999 to be filed
shortly.
Ashford, Ashford.com and Ashford.com Protection Plus are trademarks of
Ashford.com. All other marks are the property of their respective owners.
SOURCE Ashford.com
CONTACT: Stephanie Gnibus of Gnibus Public Relations,
408-776-9727, or email, [email protected]; or Wendy McCarthy
of McCarthy & Company, 650-961-9202, or email,
[email protected], both for Ashford.com
NOTE TO EDITORS: a copy of this press release can be found at
http://www.ashford.com/pressrelease.
