SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 25, 2000
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HOMEGROCER.COM, INC.
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(Exact name of Registrant as Specified in Charter)
Washington 0-22967 91-1863408
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
10230 N.E. Points Drive, Kirkland, Washington 98033
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (425) 201-7500
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Item 5. Other Events.
On June 25, 2000, Webvan Group, Inc. ("Webvan"), HomeGrocer.com, Inc.
("HomeGrocer") and Robin Merger Corporation, a wholly-owned subsidiary of Webvan
("Merger Sub"), entered into an Agreement and Plan of Reorganization (the
"Merger Agreement"). Subject to the terms and conditions of the Merger
Agreement, Merger Sub will merge with and into HomeGrocer, with HomeGrocer to
survive the Merger and to become a wholly-owned subsidiary of Webvan (the
"Merger"). Each outstanding share of HomeGrocer common stock will be exchanged
for shares of Webvan common stock, and options to purchase HomeGrocer common
stock will be exchanged for options to purchase shares of Webvan common stock
according to the exchange ratio. The exchange ratio will be 1.07605 shares of
Webvan for each outstanding share of HomeGrocer common stock.
The transaction will be structured to qualify as a tax-free reorganization
and will be accounted for as a purchase.
In connection with the execution of the Merger Agreement, Webvan and
certain shareholders of HomeGrocer entered into a voting agreement (the "Company
Voting Agreement'), pursuant to which such shareholders agreed to vote shares
constituting approximately 55% of HomeGrocer's outstanding common stock, in
favor of the Merger and against any proposal made in opposition to or in
competition with the Merger. These shareholders granted Webvan's board of
directors an irrevocable proxy to vote their shares in favor of the Merger and
against any proposal made in opposition to or in competition with the Merger.
In addition, HomeGrocer and certain shareholders of Webvan entered into a
voting agreement (the "Parent Voting Agreement"), pursuant to which such
shareholders agreed to vote shares constituting approximately 40% of Webvan's
outstanding common stock, in favor of the Merger and against any proposal made
in opposition to or in competition with the Merger. These shareholders granted
HomeGrocer's board of directors an irrevocable proxy to vote their shares in
favor of the Merger and against any proposal made in opposition to or in
competition with the Merger.
Each of the Merger Agreement, Company Voting Agreement and Parent Voting
Agreement are filed as exhibits to this report. The foregoing description is
qualified in its entirety by reference to the full text of such exhibits.
A press release announcing the transaction is attached as an exhibit to
this report. The Merger is subject to several conditions, including approval by
both companies' stockholders, the expiration of applicable waiting periods under
antitrust laws and obtaining necessary consents.
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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.
Date: July 5, 2000
HomeGrocer.com, Inc.
By: /c/ Kristin H. Stred
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Kristin H. Stred
Senior Vice President,
General Counsel
and Secretary
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of June 25, 2000 among
Webvan Group, Inc., HomeGrocer.com, Inc. and Robin Merger
Corporation
99.1 Company Voting Agreement dated as of June 25, 2000 between
Webvan Group, Inc. and certain shareholders of HomeGrocer.com,
Inc. together with Irrevocable Proxy.
99.2 Parent Voting Agreement dated as of June 25, 2000 between
HomeGrocer.com, Inc. and certain shareholders of Webvan Group,
Inc. together with Irrevocable Proxy.
99.3 Press Release dated June 26, 2000.
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