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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
September 29, 1999
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Date of report (date of earliest event reported)
INTRANET SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-19817 41-1652566
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(State of Incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
8091 Wallace Drive, Eden Prairie, Minnesota 55344
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(Address of principal executive offices) (Zip Code)
Telephone Number: (612) 903-2000
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On September 29, 1999, IntraNet Solutions, Inc. ("IntraNet
Solutions"), completed its acquisition of InfoAccess, Inc.
("InfoAccess"). Pursuant to the terms of the Agreement and Plan of
Merger (the "Merger Agreement") among IntraNet Solutions, IntraNet
Solutions (Washington), Inc. (the "Merger Sub"), a wholly owned
subsidiary of IntraNet Solutions, InfoAccess and certain
Significant Shareholders of InfoAccess, dated as of September 16,
1999, the Merger Sub was merged with and into InfoAccess and
InfoAccess became a wholly subsidiary of IntraNet Solutions. Each
share of InfoAccess common stock outstanding as of the time of the
merger was converted into the right to receive 0.31230 shares of
common stock of IntraNet Solutions, subject the reservation of 10%
of the aggregate amount of such shares to satisfy potential claims
for indemnification by IntraNet Solutions under the Merger
Agreement. An aggregate of 1,803,385 shares of common stock of
IntraNet Solution were issued in the merger in exchange for the
5,774,530 shares of common stock of InfoAccess outstanding at the
time of the merger. In addition, IntraNet Solutions assumed
1,237,830 outstanding options to purchase InfoAccess common stock
by substituting options to acquire IntraNet Solutions common stock,
on substantially the same terms as the original option, adjusted to
reflect an exchange ratio of 0.31230 shares common stock of
IntraNet Solutions for each share of InfoAccess common stock.
The Merger Agreement, including the exchange ratio
referred to above, was determined through negotiations between the
management of IntraNet Solutions and the management of InfoAccess
and was approved by the boards of directors of each of IntraNet
Solutions, the Merger Sub and InfoAccess.
InfoAccess develops and supplies hypertext publishing
systems, including advanced HTML and XML publishing solutions.
IntraNet Solutions intends to continue to use the assets acquired
to conduct such business.
Item 7. Financial statements and exhibits
(a) Financial Statements
The required financial statements are unavailable as of the date of
this filing. Such information will be filed on or before the
sixtieth day following the filing date of this Current Report on
Form 8-K.
(b) Pro Forma Financial Information
The required pro forma financial information is unavailable as of
the date of this filing. Such information will be filed on or
before the sixtieth day following the filing date of this Current
Report on Form 8-K.
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(c) Exhibits
2 Agreement and Plan of Merger among IntraNet Solutions, Inc.,
IntraNet Solutions (Washington), Inc., InfoAccess, Inc., and
certain Significant Shareholders of InfoAccess, Inc., dated as
of September 16, 1999. (Incorporated by reference to Exhibit 2
contained in the Company's Current Report on Form 8-K dated
September 16, 1999 (File No. 0-19817)).
99 News Release dated September 30, 1999.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
Date: October 11, 1999
INTRANET SOLUTIONS, INC.
(Registrant)
By /s/ Gregg A. Waldon
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Gregg A. Waldon
Chief Financial Officer,
Treasurer and Secretary
(Principal financial and accounting
officer and duly authorized signatory
on behalf of the registrant)
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INDEX TO EXHIBITS
Exhibit No. Method of Filing
2 Agreement and Plan of Merger among IntraNet Incorporated by
Solutions, Inc., IntraNet Solutions reference.
(Washington), Inc., InfoAccess, Inc., and
certain Significant Shareholders of
InfoAccess, Inc., dated as of September 16,
1999. (Incorporated by reference to Exhibit 2
contained in the Company's Current Report on
Form 8-K dated September 16, 1999 (File No.
0-19817)).
99 News Release dated September 30, 1999. Filed herewith.
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NEWS RELEASE
Barbara Johnson
IntraNet Solutions, Inc.
(612) 903-2024
[email protected]
Tamsen Reinheimer
FOR IMMEDIATE RELEASE Price Public Relations
(650) 829-5800
[email protected]
INTRANET SOLUTIONS COMPLETES ACQUISITION OF CONTENT PUBLISHING TECHNOLOGY
LEADER, INFOACCESS INC.
IntraNet Solutions Broadens Content Management Capabilities with Acquisition
EDEN PRAIRIE, MN, SEPT. 30, 1999 -- IntraNet Solutions(R), Inc., (NASDAQ: INRS),
a leading supplier of Web-based content management solutions, today announced it
has completed the pending acquisition of InfoAccess Inc., a leading technology
supplier of HTML and XML content publishing solutions. Under the final terms of
the agreement, IntraNet Solutions issued approximately 1.8 million shares of its
common stock for all of the outstanding common stock of InfoAccess Inc., a
private company, in a transaction that is intended to be accounted for as a
pooling of interests.
IntraNet Solutions(R), Inc., (www.intranetsolutions.com) headquartered
in Eden Prairie, Minnesota, offers Web-based content management solutions for
intranet, extranet and Internet applications. IntraNet Solutions' products
include Xpedio Content Server and Intra.doc! Management System.
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Any forward-looking statements in this release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that all forward-looking statements involve risk and
uncertainties including, without limitation, risks of intellectual property
litigation, risks in technology development and commercialization, risks in
product development and market acceptance of and demand for the Company's
products, risks of downturns in economic conditions generally and in the Web
document management tools and intranet information management markets
specifically, risks associated with competition and competitive pricing
pressures, risks associated with foreign sales and higher customer concentration
and other risks detailed in the Company's filings with the Securities and
Exchange Commission.
IntraNet Solutions and Intra.doc! are registered trademarks and the IntraNet
Solutions' logo and the Intra.doc! logo are trademarks of IntraNet Solutions,
Inc. in the USA and Canada. All other trade names are the property of their
respective owners.
