<PAGE> 1
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 5, 2000
WEBVAN GROUP, INC.
------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware
------------------------------------------------------------
(State or other jurisdiction of incorporation)
<TABLE>
<S> <C>
000-27541 77-0446411
--------------------- ------------------------------------
(Commission File No.) (IRS Employer Identification Number)
</TABLE>
310 Lakeside Drive
Foster City, California 94404
------------------------------------------------------------
(Address of principal executive offices)
(650) 627-3000
------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
Item 2. Acquisition.
Pursuant to an Agreement and Plan of Reorganization dated as of June 25,
2000, by and among Webvan Group, Inc., a Delaware corporation ("Webvan"), Robin
Merger Corporation, a Washington corporation and wholly-owned subsidiary of
Webvan ("Merger Sub"), and HomeGrocer.com, Inc., a Washington corporation
("HomeGrocer"), and the related Articles of Merger and Plan of Merger executed
by Merger Sub and HomeGrocer filed with the Washington Secretary of State on
September 5, 2000, Merger Sub merged with and into HomeGrocer and HomeGrocer
became a wholly-owned subsidiary of Webvan (the "Merger"). The Merger closed on
September 5, 2000. As a result of the Merger, each outstanding share of
HomeGrocer Common Stock was exchanged for 1.07605 shares of Webvan Common Stock.
No fractional shares will be issued and, in lieu thereof, the holder will be
paid cash equal to the fraction (after aggregating all fractional shares held by
such holder) multiplied by $4.01.
An aggregate of approximately 138,303,490 shares of Common Stock have been
issued by Webvan in the Merger, and options and warrants to purchase an
aggregate of approximately 10,868,105 additional shares of Webvan Common Stock
have been assumed by Webvan in the Merger. Based on the closing price of Webvan
Common Stock on the Nasdaq National Market on September 5, 2000, the value of
the shares of Common Stock issuable by Webvan in the Merger was approximately
$583 million. The merger consideration was negotiated between the parties.
HomeGrocer is a retailer of grocery and other consumer products on the
Internet. HomeGrocer operates a distribution system providing next-day home
delivery of a wide range of products, including high quality food items, at
prices competitive with local supermarket prices. HomeGrocer has expanded since
its initial launch in June 1998, and currently serves customers in Seattle,
Washington; Portland, Oregon; Orange County, Los Angeles, California; Dallas,
Texas; and San Diego, California. Following the Merger, HomeGrocer will continue
its operations as a wholly owned subsidiary of Webvan, provided that certain
assets may be disposed of where its operations overlap with those of Webvan.
Item 7. Exhibits.
(a) Financial Statements of Business Acquired. The following documents and
information have been previously filed with the Securities and Exchange
Commission and have been omitted pursuant to General Instruction B.3 of Form
8-K:
(1) Balance sheet of HomeGrocer as of January 2, 1999 and January 1,
2000, and the related statements of operations, shareholders' equity, and cash
flows for the period from January 15, 1997 (HomeGrocer's inception) to January
3, 1998 and the years ended January 2, 1999 and January 1, 2000, filed with
Webvan's Registration Statement on Form S-4 (Registration No. 333-42244).
(2) HomeGrocer's Quarterly Report on Forms 10-Q for the fiscal
quarter ended July 1, 2000.
-2-
<PAGE> 3
(b) Pro Forma Financial Information. Unaudited pro forma combined
condensed financial statements that present the pro forma combined condensed
financial position and results of operations of Webvan and HomeGrocer as of and
for the six month period ended June 30, 2000, are included in Webvan's
Registration Statement on Form S-4 (File No. 333-42244), as declared effective
on August 4, 2000, and have been omitted pursuant to General Instruction B.3 of
Form 8-K.
(c) Exhibits.
<TABLE>
<S> <C>
2.1* Agreement and Plan of Reorganization dated as of June 25,
2000 by and among Webvan Group, Inc., Robin Merger
Corporation and HomeGrocer.com, Inc.
2.2 Articles of Merger and Plan of Merger between Robin Merger
Corporation and HomeGrocer.com, Inc.
</TABLE>
--------------
* Incorporated by reference to the exhibits to Webvan's Registration
Statement on Form S-4 (file no. 333-42244) as declared effective by the
Securities and Exchange Commission on August 4, 2000.
-3-
<PAGE> 4
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.
Webvan Group, Inc.
Dated: September 13, 2000 By: /s/ Robert H. Swan
-----------------------
Robert H. Swan,
Chief Financial Officer
-4-
