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 earliest event reported): November 6, 2000
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INTERNET COMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number 024996
Delaware 133645702
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
805 Third Avenue, New York, New York 10022
(Address of principal executive offices)
(Zip Code)
(212) 271-7640
(Registrant's telephone number, including area code)
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INTERNET COMMERCE CORPORATION
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Page
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Item 2. Acquisition or Disposition of Assets................................3
Item 7. Exhibits............................................................3
Signature....................................................................4
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Item 2. Acquisition or Disposition of Assets
On November 6, 2000, Internet Commerce Corporation ("ICC") completed the
acquisition of Research Triangle Commerce, Inc. ("RTCI"), pursuant to an
Agreement and Plan of Merger dated June 14, 2000 (the "Merger Agreement"). RTCI
is a vertically integrated electronic commerce ("EC") services firm that
specializes in solutions involving XML (eXtensible Markup Language), EDI
(Electronic Data Interchange) and EAI (Enterprise Application Integration), and
provides EC consulting, outsourced EC services and technical resource
management.
Under the terms of the Merger Agreement, RTCI's outstanding shares of
common stock were converted into approximately $2.22 million of cash and
2,719,082 shares of Class A Common Stock of ICC and RTCI's options and warrants
were converted into options and warrants to receive upon exercise an aggregate
of 394,905 shares of Class A Common Stock and approximately $0.34 million of
cash, for a total purchase price of approximately $19.45 million. The cash
portion of the purchase price was funded from cash on hand of ICC. In addition,
Jeffrey W. LeRose, RTCI's President and founder, and Kim Cooke, Managing
Director of Blue Water Venture Fund II, L.L.C., a private venture capital firm
and a significant shareholder of RTCI immediately prior to the acquisition, have
been appointed to ICC's Board of Directors.
Item 7. Exhibits.
(a) Financial Statements for RTCI for the years ended December 31, 1998 and
December 31, 1999 and for the six-month period ended June 30, 2000. Incorporated
by reference to ICC's Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 7, 2000.
(b) Pro Forma Financial Statements. Incorporated by reference to ICC's
Current Report on Form 8-K filed with the Securities and Exchange Commission
on October 13, 2000.
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SIGNATURE
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.
Date: November 8, 2000
INTERNET COMMERCE CORPORATION
/s/ Dr. Geoffrey S. Carroll
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Dr. Geoffrey S. Carroll
President and Chief Executive Officer
(Principal Executive Officer)
