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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 11, 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 2. Acquisition or Disposition of Assets
(a) On July 11, 2000, Onvia.com, Inc., a Delaware corporation (the
"Company"), acquired Zanova Inc., a Delaware corporation ("Target"), by the
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statutory merger (the "Merger") of Zanova Acquisition Corporation, a Delaware
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corporation and wholly-owned subsidiary of the Company ("Company Sub"), with and
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into the Target. The Merger was accomplished pursuant to an Agreement and Plan
of Reorganization, dated as of June 9, 2000, among the Company, Target and
Company Sub, and a related Certificate of Merger (collectively, "Merger
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Agreements"). The Merger occurred following the approval of the Merger
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Agreements by the stockholders of the Target pursuant to a stockholders meeting
held on July 5, 2000 and satisfaction of certain other closing conditions.
Pursuant to the Merger, each outstanding share of Target Common Stock was
converted into approximately 0.211132 shares of the Company's Common Stock and
the Company became the owner of 100% of the issued and outstanding shares of
Target Common Stock.
A total of approximately 2,470,520 shares of the Company's Common
Stock are being issued to former Target stockholders in exchange for the
acquisition by the Company of all outstanding Target Common Stock, 74,506
shares of which are being simultaneously transferred by the former Target
stockholders to William Blair & Company in exchange for investment banking
services provided in connection with the Merger. Additionally, the Company will
convert options to purchase shares of Target Common Stock into options to
purchase approximately 209,435 shares of the Company's Common Stock, and
warrants to purchase shares of Target Common Stock into warrants to purchase
approximately 71,784 shares of the Company's Common Stock. The Company will file
a registration statement on Form S-8 with the Securities and Exchange Commission
by or promptly after August 29, 2000 to permit the resale of the shares
underlying the options assumed by the Company in connection with the Merger.
Under the terms of the Merger Agreements, a total of approximately
247,057 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 July 11, 2001. In addition, former Target stockholders
have been granted certain registration rights with respect to the shares of
Company Common Stock received in the Merger.
The Merger will be accounted for as a purchase transaction. The number
of shares of the Company's Common Stock to be issued to the stockholders of
Target was determined by arms-length negotiations among the parties.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
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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 24, 2000.
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(b) Pro Forma Financial Information.
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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 24, 2000.
(c) Exhibits.
99.1 Agreement and Plan of Merger dated June 9, 2000 among the
Company, Target and Company Sub.
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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: July 26, 2000 By:/s/ Mark T. Calvert
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Mark T. Calvert
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Agreement and Plan of Merger dated June 9, 2000 among
the Company, Target and Company Sub.
