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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earlier Event Reported): June 7, 2000
EARTHLINK, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-15605 58-2511877
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1430 West Peachtree Street, N.W.
Suite 400
Atlanta, Georgia 30309
(Address of Principal Executive Offices)
Registrant's telephone number including area code: (404) 815-0770
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
AGREEMENT TO ACQUIRE ONEMAIN.COM, INC.
On June 7, 2000, Earthlink, Inc. ("Earthlink"), OneMain.com, Inc., a
Delaware corporation ("OneMain") and a specially created subsidiary of
EarthLink formed to complete the acquisition, OM Combination, Inc. ("Merger
Subsidiary"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") and subject to stockholder and regulatory approval, EarthLink
will acquire OneMain through a merger of OneMain into the Merger Subsidiary
(the "Merger"). The aggregate purchase price for OneMain shall be
approximately $308 million, or approximately $12.27 per share for each of
OneMain's 25.1 million common shares outstanding. The purchase price consists
of approximately $150 million in cash and approximately 8.8 million shares
of EarthLink Common Stock ("EarthLink Common Stock") valued at $158 million
at a closing price of $17.94 on June 7, 2000, subject to adjustment as set
forth in the Merger Agreement. The shares of EarthLink Common Stock issued in
the Merger will be registered under the Securities Act of 1933, as amended.
The Merger Agreement contains a $9 million termination fee payable
under certain circumstances in connection with the termination of the Merger
Agreement.
In addition, Stephen E. Smith, OneMain.com Chairman and Chief
Executive Officer, Allon Lefever, a Director of OneMain and President of
OneMain's East Operating Group, Ella Fontanals de Cisneros, a Director of
OneMain and M. Cristina Dolan, OneMain's Executive Vice President and Chief
Content and Strategic Alliances Officer, who own 1,360,000, 167,296,
1,010,000 and 100,000 shares of OneMain common stock, respectively, have
entered into a Voting Agreement pursuant to which each has granted EarthLink
an irrevocable proxy to vote their shares of OneMain common stock in favor of
the Merger and related transactions contemplated by the Merger Agreement.
The companies anticipate that the transaction will close during the
fourth quarter of 2000.
A copy of the Merger Agreement is included as Exhibit 2.1 hereto.
A copy of the joint press release issued by the parties announcing
the execution of the Merger Agreement is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Reorganization, dated June 7, 2000, among
EarthLink, Inc., OneMain.com, Inc. and OM Combination, Inc.
99.1 Press release announcing execution of the Merger Agreement
(incorporated herein by reference to Form 425, Reg. No. 1-15605).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EARTHLINK, INC.
Date: June 21, 2000 By: /s/ CHARLES G. BETTY
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Charles G. Betty
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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2.1 Agreement and Plan of Reorganization, dated June 7, 2000, among
EarthLink, Inc., OneMain.com, Inc. and OM Combination, Inc.
99.1 Press release announcing the execution of the Merger Agreement
(incorporated herein by reference to Form 425, Reg. No. 1-15605).
