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): April 11, 2000
----------
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)
<PAGE>
INTERNET COMMERCE CORPORATION
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Page
----
Item 5. Other................................................................3
Signature....................................................................4
<PAGE>
Item 5. Other
On May 1, 2000, the Company announced that it signed a letter of intent to
acquire all of the capital stock of privately-held bTrade.com in exchange for
shares of the Company's Class A Common Stock, par value $.01 per share (the
"Common Stock"). Following the consummation of the transaction, bTrade.com will
be the surviving corporation in a merger with a wholly-owned subsidiary of the
Company, and the current stockholders of bTrade.com will own approximately 37%
of the Common Stock on a fully-diluted basis.
Upon consummation of the transaction, Dr. Geoffrey Carroll will continue
as Chief Executive Officer of the Company, Gene Lucas, co-founder and President
of bTrade.com, will become President of the Company, David Lonsdale,
bTrade.com's Chairman and Chief Executive Officer, will assume the role of
Executive Vice-Chairman of the Company and James Ortenzio, a current director of
the Company, will become Chairman of the Board of the Company. It is expected
that a new Board of Directors of the Company will be created at the closing of
the transaction.
The transaction is subject to the execution of definitive agreements and
approvals of the Boards of Directors and the stockholders of both the Company
and bTrade.com.
3
<PAGE>
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 hereunto duly authorized.
Date: May 4, 2000
INTERNET COMMERCE CORPORATION
/s/ Dr. Geoffrey S. Carroll
--------------------------------
Dr. Geoffrey S. Carroll
President and Chief Executive Officer
(Principal Executive Officer)
