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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): August 10, 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 August 10, 2000, Onvia.com, Inc., a Delaware corporation (the
"Company"), acquired Globe-1, Incorporated, a Washington corporation ("Target"),
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by the statutory merger (the "Merger") of Griffin Acquisition Corporation, a
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Washington corporation and wholly-owned subsidiary of the Company ("Company
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Sub"), with and into the Target. The Merger was accomplished pursuant to an
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Agreement and Plan of Merger, dated as of July 25, 2000, among the Company,
Target and Company Sub (the "Merger Agreement"). The Merger occurred
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following the approval of the Merger Agreement by the shareholders of the Target
pursuant to a written consent of the shareholders and satisfaction of certain
other closing conditions. Pursuant to the Merger, each outstanding share of
Target Common Stock was converted into approximately 0.159570 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 2,351,705 shares of the Company's Common Stock
are being issued to former Target shareholders in exchange for the acquisition
by the Company of all outstanding Target Common Stock. Additionally, the Company
will convert warrants to purchase shares of Target Common Stock into warrants to
purchase approximately 498,223 shares of the Company's Common Stock.
Under the terms of the Merger Agreement, a total of approximately
285,000 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 August 10, 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.
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 shareholders 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 October 24, 2000.
(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
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Company will file such financial statements as soon as they are available, and
in no event later than October 24, 2000.
(c) Exhibits.
99.1 Agreement and Plan of Merger dated July 25, 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: August 18, 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 July 25, 2000 among the Company,
Target and Company Sub.
