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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 Earliest Event Reported
September 6, 2000
eBenX, Inc.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation of organization)
0-28365 41-1758843
(Commission File Number) (IRS Employer Identification Number)
605 North Highway 169, Suite LL
Minneapolis, Minnesota 55441-6465
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (763) 614-2000
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Item 2. Acquisition or Disposition of Assets.
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(a) On September 6, 2000, Arbor Administrative Services, Inc.,
a Delaware corporation ("Arbor"), merged with and into Arbor Acquisition Corp.,
which contemporaneously changed its name to Arbor Associates, Inc., a Minnesota
corporation ("Merger Sub") and a wholly owned subsidiary of eBenX, Inc., a
Minnesota corporation (the "Company"). The consideration for the merger
included:
(i) $17,000,000 plus 2,587,500 shares of common stock of the
Company ("Company Common Stock") in exchange for all
outstanding capital stock of Arbor (including all shares of
common stock of Arbor issued to employees of Arbor which were
subject to restrictions or vesting provisions which vested or
for which the restrictions lapsed on or prior to March 31,
2000);
(ii) assumption by the Company of all options held by
Arbor employees, directors and others to purchase shares of
Arbor (the "Arbor Options") and the conversion of the Arbor
Options into options to acquire shares of Company Common Stock
(the "Company Conversion Options") at an exchange ratio of
0.31528 shares of Company Common Stock for each share of
common stock of Arbor (the "Exchange Ratio");
(iii) assumption by the Company of all shares of restricted
common stock of Arbor held by Arbor employees which are
unvested or for which all applicable restrictions had not
lapsed on or prior to March 31, 2000 (the "Arbor Restricted
Stock") and the conversion of the Arbor Restricted Stock
into restricted shares of Company Common Stock at the
Exchange Ratio; and
(iv) assumption by the Company of all warrants to purchase
shares of Arbor (the "Arbor Warrants") and the conversion of
the Arbor Warrants into warrants to acquire shares of Company
Common Stock at the Exchange Ratio.
The terms and conditions of the merger are set forth in an agreement and plan of
merger dated August 28, 2000, by and among Arbor, Arbor's principal stockholder,
the Company and the Merger Sub (the "Merger Agreement"), and the description
herein is qualified in its entirety by reference to the Merger Agreement, which
is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The Merger Agreement was negotiated at arms' length by the parties.
Prior to the closing of the merger, the holders of common stock of Arbor were
not affiliated with the Company. The Company funded the cash portion of the
consideration using proceeds from its initial public offering on December 9,
1999.
(b) The assets of Arbor consist primarily of cash and cash
equivalents, accounts receivables, other current assets, property and equipment
and intangible assets. Arbor uses its assets to provide full service benefits
administration solutions for mid-sized employers and distributes its services
primarily through brokers and advisors. The Company intends to use the assets of
Arbor's business substantially as previously used.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired
The required financial statements of Arbor are not
included in this Current Report on Form 8-K. These financial statements will be
provided in an amendment to this Current Report on Form 8-K as soon as
practicable, but not later than November 20, 2000.
(b) Pro Forma Financial Information
The required pro forma financial information relative to
the acquisition of Arbor is not included in this Current Report on Form 8-K. The
pro forma financial information will be provided in an amendment to this Current
Report on Form 8-K as soon as practicable, but not later than November 20, 2000.
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of
August 28, 2000, by and among Arbor
Administrative Services, Inc., a Delaware
corporation, the principal stockholder of
Arbor, eBenX, Inc., a Minnesota
corporation, and Arbor Acquisition Corp.,
a Minnesota corporation.
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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 thereunto duly authorized.
EBENX, INC.
Registrant
Date: September 13, 2000 By /s/ Scott P. Halstead
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Scott P. Halstead
Chief Financial Officer and Secretary
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