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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 6, 2000
Date of Report (date of earliest event reported)
DIGITALTHINK, INC.
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(Exact name of Registrant as specified in its charter)
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DELAWARE 000-28687 94-3244366
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
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1098 HARRISON STREET
SAN FRANCISCO, CALIFORNIA 94103
(Address of principal executive offices)
(415) 625-4000
(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
Pursuant to an Agreement and Plan of Merger dated July 6, 2000 (the "Merger
Agreement"), among Registrant, DT Arista Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Registrant ("Merger Sub"), and Arista Knowledge
Systems, Inc., a Delaware corporation ("Arista"), Merger Sub has merged with and
into Arista (the "Merger"). Pursuant to the Merger, Registrant issued 586,389
shares of common stock, with each share of outstanding Arista common stock and
preferred stock converted into 0.0588 shares of the Registrant's common stock
(the "Exchange Ratio"). The Exchange Ratio was the result of arm's length
negotiations between the Registrant and Arista.
The Merger Agreement is attached as an Exhibit hereto.
Item 7. Financial Statements and Exhibits
a) Financial Statements and Pro-Forma Financial Information.
It is impracticable to provide the required financial statements as of the
filing of this report. Registrant will file audited and pro forma financial
statements required under this item within the time period required by
applicable rules of the Securities and Exchange Commission.
c) Exhibits
99.1 Agreement and Plan of Merger among and between Registrant, Merger Sub
and Arista dated July 6, 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: July 21, 2000 DIGITALTHINK, INC.
/s/ PETER J. GOETTNER
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Peter J. Goettner
President and Chief Executive Officer
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DIGITALTHINK, INC.
EXHIBIT INDEX TO FORM 8-K
Dated July 21, 2000
Exhibit
99.1 Agreement and Plan of Merger among and between Registrant, DT Arista Sub,
Inc. and Arista Knowledge Systems, Inc. dated July 6, 2000.
