UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONS
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:
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NETNATION COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
000-26881
(Commission File Number)
Delaware 33-0803438
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
Suite 1410, 555 West Hastings Street
Vancouver, B.C. V6B 4N6
(Address of principal executive offices, with zip code)
(604) 688-8946
(Registrant's telephone number, including area code)
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Item 5. Other Events
On September 26, 2000, NetNation Communications, Inc. ("NetNation"), a
Delaware corporation, announced that it has entered into a non-binding letter of
intent to acquire American Digital Network Corporation, a private e-commerce and
web site hosting company, in exchange for 2.25 million common shares of
NetNation.
The press release filed as an exhibit to this report includes "safe harbor"
language pursuant to the Private Securities Litigation Reform Act of 1995,
indicating that certain statements about the Company's business contained in the
press release are "forward-looking" rather than "historic".
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 News Release dated September 26, 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.
NETNATION COMMUNICATIONS, INC.
Date: September 26, 2000 By: /s/ Joseph Kibur
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Joseph Kibur
Chief Executive Officer
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NETNATION COMMUNICATIONS, INC.
INDEX TO EXHIBITS
Exhibit Description
Number
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99.1 News Release dated September 26, 2000
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NEWS RELEASE
NetNation Communications Enters Into Letter of Intent to Acquire American
Digital Network Corporation
Acquisition Would Strengthen NetNation's Position in E-Commerce Hosting and
Provide Network Operations Center
Vancouver, BC, and San Diego, CA - September 26, 2000. NetNation
Communications, Inc. ("NetNation"), (Nasdaq: NNCI), a global, top-ranked web
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site hosting company, domain name registrar (DNR) and application service
provider (ASP), announced today that it has entered into a non-binding letter of
intent to acquire privately held American Digital Network Corporation ("ADN"),
an award-winning e-commerce and web site hosting company, for 2.25 million
common shares of NetNation. ADN had revenue of $5.7 million in 1999 and has
about 50 employees.
Based in San Diego, California, ADN, provides UNIX and NT web hosting services
and ASP e-commerce solutions through its leading storefront product -
eStoreManager. ADN also offers Web application services such as custom web site
design and database interface applications. ADN's dedicated and co-located
services are provided through their own Network Operations Center (NOC). Housed
in a 20,000 square-foot facility, the NOC is built with state-of-the-art SONET
OC-12 and multiple T-3s, making it one of the fastest and most reliable networks
in the world. Among ADN's strategic partners are MicroSoft Corporation, (Nasdaq:
MSFT), Sun MicroSystems (Nasdaq: SUNW) and AT&T (NYSE: T).
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eStoreManager (http://www.eStoreManager.com) is a complete online selling
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solution designed for the non-technical user. The browser-based store building
system consists of a transaction processing system and secure socket layer (SSL)
store hosting service offering merchandise presentation, discounts, promotions,
reporting, order management and payment processing, all managed through a simple
to use interface. eStoreManager was nominated for the 2000 Computerworld
Smithsonian Award by Craig R. Barrett, President and CEO of Intel Corporation
(Nasdaq: INTC).
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"I came with this initiation since I believe NetNation and ADN are an excellent
match," said David Talmor, Chairman and President of NetNation. "By combining
the people, products and services of both companies, we will be able to provide
our customers with the best one-stop complete Internet solution in the market.
We look forward to working with the talented team at ADN." Added Mr. Talmor,
"This acquisition will give us an established network operations center, saving
us the time and expense of building our own data center in California."
"We view this transaction as an extremely positive step for our customers,
employees and business partners who will benefit from NetNation products,
services and international locations. Together we share a vision of providing
the best possible products and services as the leading edge ASP for small and
medium sized business," said Edward Azar, Chairman and CEO of ADN.
"ADN's e-commerce system, eStoreManager, is a leading application and allows our
company to race ahead in the lucrative market for complete online e-commerce
solutions," said Mr. Talmor. "ADN's expertise in NT hosting perfectly
complements NetNation's leadership in the Linux/Unix hosting space.
Furthermore, from an investment industry point of view, this transaction is
significant because it places NetNation on the radar screens of more web hosting
and e-commerce analysts."
"NetNation's sales channels and international presence fit perfectly with our
goal of establishing eStoreManager as the leading small and medium sized
business e-commerce solution in the world," stated John Martis, President and
COO of ADN. "We have also been impressed with the quality of NetNation's
management team. Together, we can expedite the growth of our customer base in
one of the most exciting and fastest growing segments of the Internet economy,
ASP services for the SME market."
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Completion of the acquisition is subject to a number of conditions including
satisfactory completion of due diligence, execution of a definitive agreement,
approval by the board of directors of NetNation and ADN, approval by the
shareholders of ADN, and regulatory approval.
About NetNation Communications, Inc.
NetNation Communications, Inc. (http://www.netnation.com) is a global,
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top-ranked web site hosting company, domain name registrar (DNR) and application
service provider (ASP) with clients in more than 130 countries. NetNation has
been consistently ranked among the top 10 web hosting companies in the world by
leading industry evaluators. The company's wholly owned subsidiary,
DomainPeople, Inc. (http://www.domainpeople.com) is an ICANN-accredited and
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operational registrar of Internet domain names. NetNation has strategic
alliances with Cobalt Networks Inc. (Nasdaq: COBT), GT Group Telecom (Nasdaq:
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GTTLB, TSE: GTG.B) and SmartAge.com. The company has offices in Vancouver, BC,
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San Diego, CA, and London, England. NetNation is a trademark of NetNation
Communications, Inc.
More about American Digital Network Corporation
Since 1995, American Digital Network Corporation (http://www.adnc.com) has been
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a leading provider of strategic Internet solutions for business. ADN has a
talented team who provide a comprehensive range of web site hosting options,
one-stop award-winning e-commerce solutions (eStoreManager), and high-speed
Internet connectivity services. ADN clients include both small businesses and
leading companies such as Gartner Group (NYSE: IT), Ashworth Golf (Nasdaq:
--
ASHW), General Instrument (NYSE: GIC), Raytheon (NYSE: RTNA), Imperial Capital,
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San Diego Convention Center, Academic Press, and the U.S. Navy.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995: In this news release, the word "will" and similar conditional or
future-oriented expressions are intended to identify forward-looking statements.
Such statements are inherently subject to a variety of risks and uncertainties
that could cause actual results to differ materially from those reflected in
such forward-looking statements.
Contacts:
NetNation Communications, Inc.
John Gomez
Investor Relations
Tel. 888 277 0000 Ext. 133
[email protected]
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American Digital Network Corporation
Rick Ono
Vice President of Marketing
Tel. (858) 576-4272
[email protected]
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