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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): DECEMBER 20, 2000
Commission file number: 0-21888
PETSMART, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3024325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
19601 N. 27TH AVENUE
PHOENIX, ARIZONA 85027
(Address of principal executive offices, including Zip Code)
(623) 580-6100
(Registrant's telephone number, including area code)
NONE
(Former name, former address,
if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 20, 2000, PETsMART, Inc. (the "Company") acquired a
controlling interest in PETsMART.com, Inc., a Delaware corporation
("PETsMART.com") (the "Transaction"). PETsMART.com is a leading e-commerce pet
food and supply business which began operations in the second quarter of 1999
and in which the Company held approximately a 46 percent equity ownership prior
to closing of the Transaction. Under the terms of the Transaction the Company
contributed $20 million in cash and a promissory note, as well as its pet
catalog business with net assets valued at approximately $10 million, to form an
integrated direct marketing subsidiary. The cash contributed pursuant to the
transaction came from the Company's general business funds. As a result of the
Transaction and the repurchase of shares of capital stock from certain employees
and other shareholders of PETsMART.com for approximately $2.8 million in
aggregate consideration, the Company will hold more than an 80 percent equity
ownership interest in PETsMART.com, and assume control and consolidation rights.
The amount of consideration given in the Transaction was negotiated on an arm's
length basis.
Philip L. Francis, the President, Chief Executive Officer and a
Director of the Company, Robert F. Moran, the Company's President of North
American Stores, and Neil T. Watanabe, the Company's Executive Vice President
and Chief Financial Officer also served as directors of PETsMART.com prior to
the closing of the Transaction. The Company is entitled to designate a majority
of the directors of PETsMART.com following the closing of the Transaction.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is impracticable for the Company to file herewith the required
financial statements in this Current Report on Form 8-K. The required financial
statements will be filed by amendment as soon as practicable, but not later than
60 days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
It is impracticable for the Company to file herewith the required pro
forma financial information in this Current Report on Form 8-K. The required pro
forma financial information will be filed by amendment as soon as practicable,
but not later than 60 days after the date this Current Report on Form 8-K is
required to be filed.
(c) Exhibits.
The following Exhibit is filed as part of this report:
2.1 Series F Preferred Stock Issuance and Contribution Agreement, dated as of
December 20, 2000, by and among PETsMART.com, Inc., a Delaware corporation,
PETsMART Direct, Inc., a New York Corporation, and PETsMART, Inc., a
Delaware corporation.
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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 thereunto duly authorized, on January 4, 2001.
PETSMART, INC.
(Registrant)
/s/ Neil T. Watanabe
Neil T. Watanabe
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1 Series F Preferred Stock Issuance and Contribution
Agreement, dated as of December 20, 2000, by and among
PETsMART.com, Inc., a Delaware corporation, PETsMART
Direct, Inc., a New York Corporation, and PETsMART, Inc., a
Delaware corporation.
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