SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 4, 2000
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INFOCAST CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 0-27343 84-1460887
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Richmond Street West, Suite 902, Toronto, Ontario M5H 3W4
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (416) 867-1681
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Item 5. Other Events.
On May 4, 2000, InfoCast Corporation (OTCBB: IFCC) (the
"Company") announced that it has entered into an agreement and plan of merger to
merge with i360 Inc. For additional information, reference is made to the news
release which is incorporated herein by reference and is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
Exhibit No. Exhibit
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99.1 Press Release dated May 4, 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 hereunto duly authorized.
INFOCAST CORPORATION
(Registrant)
Dated: May 4, 2000 By: /s/ Jennifer Scoffield
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Name: Jennifer Scoffield
Title: Vice President - Finance
and Administration
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EXHIBIT INDEX
99.1 Press Release dated May 4, 2000
INFOCAST CORPORATION
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PRESS RELEASE
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InfoCast Corporation and i360 Inc Sign Merger Agreement
Customer Migration to InfoCast's ASP Platform Completed
TORONTO, May 4, 2000 - InfoCast Corporation (OTC BB: IFCC), an e-enabling
application service provider (ASP), announced today that it has signed a
definitive Agreement and Plan of Merger with i360 Inc., a Tucson-based
aggregator of virtual communities through customized portals, providing for the
previously announced acquisition by InfoCast of all of the outstanding shares of
common stock of i360. The merger will give InfoCast access to i360's growing
customer base of network marketing organizations and affinity groups. Closing of
the transaction is expected to occur no later than July 15, 2000, subject to
customary closing conditions.
"We're pleased that the merger agreement has been signed, and we anticipate this
merger will be a catalyst for more rapid growth for our combined companies,"
said Jim Leech, InfoCast's president and CEO. "We have already successfully
switched i360's burgeoning customer base to InfoCast's ASP hosting services, and
look forward to expanding our offerings for network marketing organizations and
affinity groups."
The Merger Agreement provides for a statutory merger of i360 into InfoCast,
pursuant to which the holders of i360's issued and outstanding common stock will
be entitled to receive .30 shares of InfoCast common stock per share of i360
common stock (an aggregate of 7,584,000 shares of InfoCast common stock). All
outstanding options to purchase shares of i360 common stock will convert into
options to purchase shares of InfoCast common stock at a 1:0.3 exchange ratio
(an aggregate of 4,416,000 InfoCast Share Purchase Options and 900,000 InfoCast
Employee Options). The transaction is expected to be treated as a reorganization
for financial reporting purposes.
The transaction, which has been approved by the boards of directors of InfoCast
and i360, is subject to certain conditions, including approval of the
transaction by the stockholders of i360 and InfoCast, successful completion of
any regulatory approvals and certain other conditions. InfoCast proposes to
distribute a proxy statement to its stockholders for the approval at a
stockholders' meeting of the Merger Agreement and the transactions contemplated
thereby. Shareholders holding a majority of i360's common shares have already
committed to vote in favor of the merger.
About InfoCast
InfoCast Corporation is a leading e-enabling application service provider (ASP),
providing secure, scalable infrastructure-on-demand for enterprises to build
closer relationships with customers, partners, and employees. Core InfoCast
offerings include virtual call center (VCC), telework, and e-learning
applications coupled with related best-of-breed offerings for customer care,
data warehousing, and E-commerce. More information about InfoCast Corporation
can be found on the Web at www.infocast-corp.com.
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About i360 inc i360 is revolutionizing the way businesses, organizations, and
affinity groups acquire and retain customers by using Web-based communities to
maximize communication and achieve their missions. A provider of customized
portals for virtual communities, i360 provides privately-branded Portal and
Virtual Community Systems, bundles Internet access with compelling content,
targeted business products, e-commerce, and customer support, accessible through
PCs or i360's netHomeTV(TM) Internet appliance. i360 is committed to empowering
organizations with innovative technologies that improve the lives of their
members. The company's headquarters are in Tucson, Arizona. For more
information, go to http://www.i360inc.com.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, future action or inaction by the Boards of Directors and
shareholders of InfoCast and i360 with respect to the matters referred to in
this press release and the ability of InfoCast and i360 to market and develop
their products. Although InfoCast believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this press release will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by InfoCast or any other person that
the objectives and plans of InfoCast will be achieved.
Contact Info:
Christopher Rouse
Vice President, Marketing
InfoCast Corporation
[email protected]
Toll Free: (877) 338-8889
Cliff A. Jones
Investor Relations
InfoCast Corporation
[email protected]
Toll Free: (877) 338-8889
