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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
July 31, 2000
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Date of Report (Date of earliest event reported)
DIGITAL IMPACT, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-27787 94-3286913
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(Commission File No.) (IRS Employer Identification Number)
177 Bovet Road
San Mateo, California 94402
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(Address of principal executive offices)
(650) 356-3400
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On July 31, 2000, pursuant to an Agreement and Plan of Reorganization,
dated as of July 19, 2000 (the "Merger Agreement"), by and among Digital Impact,
Inc. (the "Registrant"), Candlestick Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of the Registrant ("Merger Sub"), MineShare, Inc., a
California corporation ("MineShare"), David Mariani, as the Founding Shareholder
and Shareholder Representative, and Computershare Investor Services, as Exchange
Agent, Merger Sub was merged with and into MineShare (the "Merger"), and
MineShare, the surviving corporation, became a wholly-owned subsidiary of the
Registrant.
Pursuant to the Merger, the Registrant issued approximately 1,855,700
shares of the Registrant's common stock, par value $0.001 per share ("Registrant
Common Stock"), to the former shareholders of MineShare. In addition, each
outstanding option or warrant to purchase MineShare's capital stock was assumed
by the Registrant and became an option or warrant to purchase Registrant Common
Stock, with appropriate adjustments made to the number of shares issuable
thereunder and the exercise price thereof. The Registrant reserved approximately
132,700 shares of its Common Stock for issuance upon exercise of these options
and warrants. No fraction of a share of Registrant Common Stock was issued. In
lieu thereof, each holder of shares of MineShare Common Stock who was entitled
to receive a fraction of a share of Registrant Common Stock received a cash
amount equal to such fraction multiplied by the average closing price of
Registrant Common Stock for the recent trading days prior to the Effective Time.
The Merger was effected on July 31, 2000 (the "Effective Time") pursuant to an
Agreement of Merger filed with the Secretaries of State of Delaware and
California. The consideration paid by the Registrant for MineShare's outstanding
capital stock was negotiated at arm's length between the parties on the basis of
the Registrant's assessment of the value of MineShare and its capital stock
following an investigation of, and discussions with MineShare and its
representatives concerning MineShare and its business and prospects.
The Merger is intended to be a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and is intended to be
treated as a purchase for financial reporting purposes in accordance with
accounting principles generally accepted in the United States. The assets of
MineShare were used, prior to the Effective Time of the Merger, for the
development of customer intelligence and analysis software, a use which the
Registrant intends to continue immediately following the Merger.
Item 7. Financial Statements and Exhibits.
On its current report on Form 8-K filed on August 14, 2000, the
Registrant announced that the Merger had been consummated. The Registrant is
filing this current report on Form 8-K/A solely for the purpose of filing
audited financial statements of MineShare for the years ended December 31, 1999
and 1998 (see Exhibit 99.1), unaudited interim financial statements of MineShare
for the period ended June 30, 2000 (see Exhibit 99.2), and unaudited pro forma
combined condensed financial statements relating to the Merger (see
Exhibit 99.3).
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
2.1* Agreement and Plan of Reorganization dated as of July 19, 2000,
by and among The Registrant, Candlestick Acquisition Corp.,
MineShare, Inc., David Mariani, as the Founding Shareholder,
David Mariani, as Shareholder Representative, and Computershare
Investor Services, as Exchange Agent.
2.2* Agreement and Plan of Merger among MineShare, Inc. and
Candlestick Acquisition Corp. dated as of July 31, 2000.
23.1 Consent of Arthur Andersen LLP, Independent Auditors.
99.1 Financial Statements of MineShare, Inc. for the Years Ended
December 31, 1999 and 1998.
99.2 Financial Statements of MineShare, Inc. for the Six Months Ended
June 30, 2000 and 1999.
99.3 Pro Forma Combined Financial Information of Digital Impact, Inc.
and MineShare, Inc.
</TABLE>
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* Incorporated by reference to the Registrant's Current Report on Form 8-K
filed on August 14, 2000.
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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.
Digital Impact, Inc.
Dated: October 6, 2000 By: /s/ William C. Park
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William C. Park
President and Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
2.1* Agreement and Plan of Reorganization dated as of July 19, 2000,
by and among The Registrant, Candlestick Acquisition Corp.,
MineShare, Inc., David Mariani, as the Founding Shareholder,
David Mariani, as Shareholder Representative, and Computershare
Investor Services, as Exchange Agent.
2.2* Agreement and Plan of Merger among MineShare, Inc. and
Candlestick Acquisition Corp. dated as of July 31, 2000.
23.1 Consent of Arthur Andersen LLP, Independent Auditors.
99.1 Financial Statements of MineShare, Inc. for the Years Ended
December 31, 1999 and 1998.
99.2 Financial Statements of MineShare, Inc. for the Six Months Ended
June 30, 2000 and 1999.
99.3 Pro Forma Combined Financial Information of Digital Impact, Inc.
and MineShare, Inc.
</TABLE>
* Incorporated by reference to the Registrant's Current Report on Form 8-K
filed on August 14, 2000.
