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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
Date of Report (Date of earliest event reported): JULY 13, 2000
PETS.COM, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 000-29387 94-3238684
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
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945 BRYANT STREET
SAN FRANCISCO, CA 94103
(Address of principal executive offices) (Zip code)
(415) 222-9999
(Registrant's telephone number, including area code)
FORMER ADDRESS: 435 BRANNAN STREET, SUITE 100, SAN FRANCISCO, CA 94107
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 13, 2000 Pets.com, Inc., a Delaware corporation (the "Company"),
acquired certain strategic assets and partnerships of Petstore.com, Inc., a
Delaware corporation ("Seller"), pursuant to an Asset Purchase Agreement dated
June 12, 2000 (the "Agreement") by and among Seller, the Company and P-Sub
Corporation, a Delaware corporation and a wholly owned subsidiary of the Company
(the "Acquisition"). As part of the all-stock transaction, the Company received
a $3 million cash investment and issued 5,815,623 shares of its common stock and
1,143,895 shares of redeemable, non-voting, non-convertible series A preferred
stock.
Under the terms of the Agreement, the Company acquired the content owned by
Seller that resides on Seller's Web site, Seller's existing customer base and
live fish business, Flying Fish Express, its strategic supplier agreements, and
ownership of all of Seller's URLs, trademarks and intellectual property related
to the Petstore.com brand.
In connection with the Acquisition, the Company entered into a Tenancy and
Promotion Agreement dated June 12, 2000 (the "Discovery Agreement") with
Discovery.com, Inc., a Delaware corporation ("Discovery"), which includes
offline media promotion of the Pets.com brand on the Discovery family of
television networks, which include Discovery Channel, TLC, Animal Planet, Travel
Channel and Discovery Health Channel. In addition, the Company will have a
one-year exclusive, integrated pets e-commerce tenancy on Discovery.com,
Discovery's Internet network, and the option to obtain up to three additional
one-year periods of exclusivity. As part of the Discovery Agreement, Discovery
will also provide links from relevant content to the Company's Web site for a
period of four years. The Discovery Agreement became effective upon the closing
of the Acquisition.
In connection with the Acquisition, the Company entered into an Amended and
Restated Marketing and Promotion Agreement dated June 8, 2000 (the "Safeway
Agreement") establishing a strategic marketing relationship with Safeway Inc., a
Delaware corporation ("Safeway"). The Safeway Agreement has a term of 24 months
during which Safeway will promote the Pets.com brand through various in-store
programs and other means, and the Company will carry Safeway's SELECT pet food
line on the Company's Web Site. The Safeway Agreement became effective upon the
closing of the Acquisition.
Effective upon the closing of the Acquisition, Michela English, the
President and Chief Operating Officer of Discovery, was appointed a member of
the Company's Board of Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
It is currently impracticable for the Company to provide the required
financial statements. In accordance with Item 7(a)(4) of the Instructions to
Form 8-K, the Company will file such financial statements as soon as they are
available, and in no event later than September 26, 2000.
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(b) Pro Forma Financial Information.
It is currently impracticable for the Company to provide the required
financial statements. In accordance with Items 7(a)(4) and 7(b)(2) of the
Instructions to Form 8-K, the Company will file such financial statements as
soon as they are available, and in no event later than September 26, 2000.
(c) Exhibits.
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2.1* Asset Purchase Agreement dated June 12, 2000, among the Company,
P-Sub Corporation and Seller.
4.1 Certificate of Designation of Rights, Preferences and Privileges
of Series A Preferred Stock of Pets.com, Inc. dated June 8, 2000.
4.2 Amendment No. 1 to Amended and Restated Rights Agreement dated
July 13, 2000, among the Company and certain stockholders of the
Company.
4.3 Registration Rights Agreement dated July 13, 2000, among the
Company and Seller.
9.1* Voting Agreement dated July 13, 2000, among the Company, Seller,
Discovery and certain stockholders of the Company.
10.39* Amended and Restated Marketing and Promotion Agreement dated
June 8, 2000, among the Company and Safeway.
10.40* Securities Purchase Agreement dated June 12, 2000, among the
Company and Discovery.
10.41* Tenancy and Promotion Agreement dated June 12, 2000, among the
Company and Discovery.
20.1 Press release dated June 13, 2000 announcing the execution of the
Agreement, the Discovery Agreement and the Safeway Agreement.
20.2 Press release dated July 13, 2000 announcing the closing of the
Acquisition.
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* Material has been omitted pursuant to a request for confidential treatment.
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SIGNATURES
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 thereunto duly authorized.
PETS.COM, INC.
(Registrant)
Date: July 27, 2000 By: /s/ Julia L. Wainwright
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Julia L. Wainwright
Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1* Asset Purchase Agreement dated June 12, 2000, among the Company,
P-Sub Corporation and Seller.
4.1 Certificate of Designation of Rights, Preferences and Privileges
of Series A Preferred Stock of Pets.com, Inc. dated June 8, 2000.
4.2 Amendment No. 1 to Amended and Restated Rights Agreement dated
July 13, 2000, among the Company and certain stockholders of the
Company.
4.3 Registration Rights Agreement dated July 13, 2000, among the
Company and Seller.
9.1* Voting Agreement dated July 13, 2000, among the Company, Seller,
Discovery and certain stockholders of the Company.
10.39* Amended and Restated Marketing and Promotion Agreement dated
June 8, 2000, among the Company and Safeway.
10.40* Securities Purchase Agreement dated June 12, 2000, among the
Company and Discovery.
10.41* Tenancy and Promotion Agreement dated June 12, 2000, among the
Company and Discovery.
20.1 Press release dated June 13, 2000 announcing the execution of the
Agreement, the Discovery Agreement and the Safeway Agreement.
20.2 Press release dated July 13, 2000 announcing the closing of the
Acquisition.
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* Material has been omitted pursuant to a request for confidential treatment.
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