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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
July 10, 2000
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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)
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Minnesota 0-19817 41-1652566
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(State of Incorporation) (Commission file number) (I.R.S. Employer Indentification No.)
8091 Wallace Drive, Eden Prairie, Minnesota 55344
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(Address of principal executive offices) (Zip Code)
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Telephone Number: (952) 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 July 10, 2000, IntraNet Solutions, Inc. ("IntraNet
Solutions") acquired the Information Exchange Division ("IED") of
Inso Corporation ("Inso"). IED is comprised of Inso Chicago
Corporation (the "Chicago Sub") and Inso Kansas City Corporation
(together with the Chicago Sub, the "Inso Subs"), both of which
were wholly-owned subsidiaries of Inso prior to the acquisition of
IED by IntraNet Solutions. Pursuant to the terms of an Agreement
and Plan of Merger (the "Merger Agreement") among IntraNet
Solutions, IntraNet Chicago Acquisition Corporation ("IntraNet
Chicago"), a wholly-owned subsidiary of IntraNet Solutions,
IntraNet Kansas City Acquisition Corporation (together with
IntraNet Chicago, the "Merger Subs"), a wholly-owned subsidiary of
IntraNet Solutions, the Inso Subs and Inso, dated as of July 10,
2000, the Merger Subs were merged with and into the Inso Subs and
the Inso Subs became wholly-owned subsidiaries of IntraNet
Solutions. The transaction will be accounted for under the purchase
method of accounting. IntraNet Solutions paid aggregate
consideration to Inso in the transaction of $55 million in cash,
10% of which is being held in escrow for eighteen months to satisfy
potential claims for indemnification by IntraNet Solutions under
the Merger Agreement. IntraNet Solutions funded the transaction
with existing cash and short term investments. Pursuant to the
Merger Agreement, Inso entered into a License Agreement with the
Chicago Sub under which Inso licenses the right to use certain
software owned by the Chicago Sub in exchange for royalty payments
of not less that $1.5 million.
The Merger Agreement, including the aggregate
consideration paid by IntraNet Solutions, was determined through
negotiations between the management of IntraNet Solutions and the
management of Inso and was approved by the boards of directors of
each of IntraNet Solutions, the Merger Subs, the Inso Subs and
Inso.
IED develops and supplies electronic file conversion and
viewing technologies for computers and mobile communication and
computing devices. 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.
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(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.
(c) Exhibits
2 Agreement and Plan of Merger among IntraNet Solutions, Inc.,
IntraNet Chicago Acquisition Corporation, IntraNet Kansas City
Acquisition Corporation, Inso Chicago Corporation, Inso Kansas
City Corporation and Inso Corporation, dated as of July 10,
1999. The Registrant hereby agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the Commission upon
request.
99 News Release dated July 10, 2000.
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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: July 25, 2000
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.
2 Agreement and Plan of Merger among IntraNet Solutions, Inc.,
IntraNet Chicago Acquisition Corporation, IntraNet Kansas City
Acquisition Corporation, Inso Chicago Corporation, Inso Kansas
City Corporation and Inso Corporation, dated as of July 10,
1999. The Registrant hereby agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the Commission upon
request.
99 News Release dated July 10, 2000.
