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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): September 15, 2000
Onvia.com, Inc.
(Exact name of registrant as specified in its charter)
000-29609
(Commission File Number)
Delaware 91-1859172
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
1260 Mercer Street
Seattle, WA 98109
(Address of principal executive offices, with zip code)
(206) 282-5170
(Registrant's telephone number, including area code)
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Item 5. Other Events
(a) On September 15, 2000, Onvia.com, Inc., a Delaware corporation (the
"Company"), acquired Hardware.com, Inc., a Delaware corporation ("Target"), by
the statutory merger (the "Merger") of Infrastructure Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of the Company ("Company Sub"),
with and into Target. The Merger was accomplished pursuant to an Agreement and
Plan of Merger, dated as of August 10, 2000, among the Company, Target and
Company Sub, and a related Certificate of Merger (collectively, "Merger
Agreements"). The Merger occurred following the approval of the Merger
Agreements by the shareholders of the Target. Pursuant to the Merger, each
outstanding share of the capital stock of Company Sub was converted into
approximately one fully paid and nonassessable share of the Target's Common
Stock.
A total of 149,250 shares of the Company's Common Stock (with an aggregate
value of approximately $1,000,000) were issued to former Target shareholders of
Series B and Series C Preferred Stock, a total of approximately $4,500,000 of
liabilities were assumed, and approximately $736,000 of assets were received.
All shares of the Target's Series A Preferred Stock and Common Stock shall be
cancelled without payment of any consideration and shall no longer be
outstanding and be automatically canceled and retired.
Under the terms of the Merger Agreements, a total of 44,775 shares of the
Company's Common Stock will be held in escrow for the purpose of indemnifying
the Company against certain liabilities of Target. Such escrow will expire on
September 15, 2001. In addition, former Target shareholders have been granted
certain registration rights with respect to the shares of Company Common Stock
received in the Merger.
Michael D. Pickett, the Company's Chairman and director since February
1999, was also the Target's Chairman and Chief Executive Officer since August
1999. Mr. Pickett received no payment of consideration as a result of the
Merger. However, Mr. Pickett became the Company's President and Chief Operating
Officer in connection with the Merger. The Company anticipates entering into an
employment agreement and a stock option agreement with Mr. Pickett by early
November 2000.
The Merger will be accounted for as a purchase transaction.
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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 hereunto duly authorized.
Onvia.com, Inc.
Date: October 23, 2000 By: /s/ Mark T. Calvert
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Mark T. Calvert
Vice President and Chief Financial
Officer
