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):February 23, 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.
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On February 23, 2000, InfoCast Corporation (OTCBB: IFCC) (the
"Company") announced that it has entered into an agreement 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
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Exhibits.
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(c) Exhibits
Exhibit No. Exhibit
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99.1 Press Release dated February 23, 2000.
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SIGNATURES
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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
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(Registrant)
Dated: February 23, 2000 By: /s/ James Leech
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Name: James Leech
Title: President and Chief Executive
Officer
(Principal Executive Officer)
By: /s/ Herve Seguin
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Name: Herve Seguin
Title: Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
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99.1 Press Release dated February 23, 2000.
PRESS RELEASE
InfoCast Acquires i360 in U.S. $90 Million Merger Transaction
Custom Portal Provider for Network Marketers, Affinity Groups
Accelerates InfoCast Business Model
TORONTO, February 23, 2000 -- INFOCAST CORPORATION (OTC BB symbol: "IFCC",
Frankfurt "IFB"), an e-enabling application service provider (ASP), and i360
inc., a Tucson-based provider of customized portals for virtual communities,
today announced that they have agreed to merge. The merger will give InfoCast
access to i360's growing customer base of network marketing organizations and
affinity groups.
"We anticipate this merger will accelerate InfoCast's business model by
six months, and be a catalyst for more rapid growth," says Jim Leech, InfoCast's
president and CEO. "As an enabling ASP for business-to-business e-commerce,
InfoCast is well positioned to provide infrastructure-on-demand for i360's
rapidly-growing customer base and its low-cost, high-profit, viral marketing
strategy."
Under the terms of the agreement, i360 will merge into InfoCast and
i360 shareholders will receive an aggregate of 12 million shares of InfoCast
common stock -- valued at approximately U.S. $90 million based on the closing
price of U.S. $7.63 on February 22, 2000 -- in exchange for their shares of
i360. In addition, all outstanding options to purchase i360 stock will be
exchanged for options to purchase an aggregate of 1.5 million shares of InfoCast
common stock at an exercise price of U.S. $4.00 per share. The closing of the
merger transaction is contingent upon approval by InfoCast's board of directors,
receipt of any required regulatory approvals, and certain other conditions.
After giving effect to the merger, InfoCast will have a total of approximately
36 million common shares issued and outstanding, and one-third of InfoCast's
board of directors will comprise nominees of i360.
i360 Targets Viral Marketers
i360's Portal and Virtual Community System will be hosted on InfoCast's
ASP platform, a network anchored by a Sun Microsystems Enterprise 10000
supercomputer. Provided to customers on a revenue-sharing basis, i360's solution
offers rapid deployment of highly customized, branded Web portals for network
marketing organizations and affinity groups. These portal-based communities are
aggregated through i360's packaged Internet access for PCs or its Internet
appliance, the netHomeTV(TM) Web set-top box. Community subscribers will have
easy access to their organizations' content, interactive communication services,
e-commerce features, and online customer support.
i360 pursues a highly-targeted, low-cost viral marketing strategy by
signing exclusive contracts with well-established, international network
marketing organizations with at least 100,000 members. In these organizations,
members sell to their downline networks and directly to consumers. The company
has similar revenue-sharing agreements with global affinity groups such as
professional associations, seniors groups, educational organizations, and
religious associations.
Customer Expects Rapid Adoption
"We chose i360 to be our community portal provider because they have
the industry expertise in network marketing needed to develop an effective
solution for our organization's needs," says Joe Markiewicz, Executive Diamond
and Chairman of the ISP Committee for Britt Worldwide, a network marketing
organization with approximately one million members. "Even before we officially
launched our portal, over 3,000 of our members purchased subscriptions. We see
it as an effective communication and sales tool in Britt Worldwide's e-business
strategy, and anticipate rapid adoption in our membership worldwide."
"We believe i360's viral marketing strategy will attract millions of
users into virtual communities rife with e-commerce transactions, from which
InfoCast as the infrastructure provider will take a share of revenue," notes
Leech. "What's more, these portals will provide the all-important 'eyeball
stickiness' so vital to e-commerce. And such virtual communities will also
generate demand for InfoCast's own virtual call center (VCC) and e-learning
solutions."
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Bill Cochrane, president and CEO of i360, says he was attracted to
InfoCast's infrastructure-on-demand for e-business. "InfoCast provides the
scalable, secure platform we need to host our virtual communities, as well as
the next-generation customer care infrastructure to make them into online
marketplaces," Cochrane says. "By joining with InfoCast, we will be able to
offer our customers a richer e-business environment for custom-branded portals
and virtual communities."
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 at http://www.infocast-corp.com
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. The forward-looking statements are
based on management's current expectations or beliefs and are subject to a
number of factors and uncertainties, including without limitation, the ability
of the Company to market and develop its products. Although the Company 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 the Company or
any other person that the objectives and plans of the Company will be achieved.
Contact Info: Jim Leech
President and CEO
InfoCast Corporation
Toll Free: (877) 338-8889
Bill Cochrane
President and CEO
i360 inc.
Phone: (520) 882-3900
Cliff A. Jones
Investor Relations
InfoCast Corporation
[email protected]
Toll Free: (877) 338-8889
