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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
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, Digital Impact, Inc. (the "Registrant"), pursuant to
an Agreement and Plan of Reorganization, dated as of July 19, 2000 (the "Merger
Agreement"), by and among 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 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.
(a) Financial Statements of Business Acquired.
It is impracticable for the Registrant to provide audited financial
statements of MineShare at this time. The required audited financial
statements will be filed as soon as practicable, but not later than October
13, 2000.
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(b) Pro Forma Financial Information.
It is impracticable for the Registrant to provide pro forma financial
information assuming a business combination between the Registrant and
MineShare at this time. The required pro forma financial information will be
filed as soon as practicable, but not later than October 13, 2000.
(c) 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.
99.1 Press Release, dated July 31, 2000, announcing the consummation
of the Acquisition.
</TABLE>
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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: August 11, 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, 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., a California
corporation, and Candlestick Acquisition Corporation, a Delaware
corporation, dated as of July 31, 2000.
99.1 Press Release, dated July 31, 2000, announcing the consummation
of the Acquisition.
</TABLE>
