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OMB APPROVAL
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OMB Number: 3235-0060
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UNITED STATES
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) September 15, 2000
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Register.com, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-29739 11-3239091
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
575 Eighth Avenue, 11th Floor, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 798-9100
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Not applicable.
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(Former name or former address, if changed since last report)
Item 2: Acquisition or Disposition of Assets
On September 15, 2000, Register.com, Inc. ("Register.com") completed
the acquisition of all of the outstanding shares of common stock of
Afternic.com, Inc., a New York corporation ("Afternic"), pursuant to an
Agreement and Plan of Merger dated as of September 15, 2000, by and among
Register.com, RCOM Acquisition Corp. II, a Delaware corporation and wholly owned
subsidiary of Register.com ("Merger Sub"), Afternic, eXtraActive Incorporated
and the stockholders of Afternic identified on Schedule 1 thereto (the "Merger
Agreement"). Afternic merged with and into Merger Sub and is now a wholly owned
subsidiary of Register.com. The stockholders of Afternic consisted of Jon
Whelan, Chris Maroney, Thomas Whelan and David Sampson.
The aggregate consideration in the acquisition was $10,000,000 in cash
and 4,380,000 shares of Register.com's common stock, a portion of which
consideration was used to satisfy existing Afternic obligations. The terms of
the transaction were determined through arm's-length negotiations between
Register.com and Afternic. The transaction is intended to qualify as a tax-free
reorganization and to be accounted for as a purchase. Register.com used proceeds
from its initial public offering to consummate the transaction.
The Merger Agreement is filed as Exhibit 2.1 to this report. The
foregoing description is qualified in its entirety by reference to the full text
of the Merger Agreement. A press release dated September 15, 2000 announcing the
transaction and Register.com's intended plans for Afternic is incorporated by
reference and is attached as Exhibit 99.1 to this report.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of business acquired.
To be filed by amendment.
(b) Pro forma financial statements.
To be filed by amendment.
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(c) Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated as of
September 15, 2000, by and among Register.com, Inc., RCOM
Acquisition Corp. II, Afternic.com, Inc., eXtraActive
Incorporated and the Stockholders of Afternic.com, Inc.
identified on Schedule 1 thereto.
4.3.3 Registration Rights Agreement dated September 15, 2000.
99.1 Press Release dated September 15, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934,
Register.com has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REGISTER.COM, INC.
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(Registrant)
September 29, 2000 /s/ Jack S. Levy
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Date Jack S. Levy, General Counsel and Secretary
