<PAGE>
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): JULY 30, 2000
INFONAUTICS, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant Specified in Charter)
PENNSYLVANIA 0-28284 23-2707366
--------------------------------------------------------------------------------
(State or Other (Commission IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
590 North Gulph Road
King of Prussia, Pennsylvania 19406-2800
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) Zip Code
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (610) 971-8840
900 West Valley Road, Suite 1000
Wayne, Pennsylvania 19087
--------------------------------------------------------------------------------
(Former Name and Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On July 30, 2000, IBS Interactive, Inc. ("IBS"), Infonautics,
Inc. ("Infonautics") and First Avenue Ventures, Inc. ("First Avenue") entered
into an Agreement and Plan of Reorganization (the "Reorganization Agreement")
among I. I. Holding Company, Inc., IBS, Infonautics, I. I. Merger Sub I, Inc.,
I. I. Merger Sub II, Inc., I. I. Mergersub III, Inc. and First Avenue. The
Reorganization Agreement provides for a business combination to be accomplished
by the formation of a holding company and the merger of subsidiaries of the
holding company with and into IBS, Infonautics and First Avenue so that, after
completion of the business combination, IBS, Infonautics and First Avenue will
be wholly-owned subsidiaries of the new holding company. The new holding
company, initially named I. I. Holding Company, Inc., will be renamed Digital
Fusion, Inc.
In the business combination, stockholders of IBS and
shareholders of Infonautics would receive one share of the common stock of
Digital Fusion for each share of common stock of IBS or Infonautics that they
own. Following completion of the business combination, stockholders of IBS
would hold common stock of Digital Fusion representing approximately 34% of
the outstanding common stock of Digital Fusion on a fully diluted basis;
shareholders of Infonautics would hold common stock of Digital Fusion
representing approximately 61% of the outstanding common stock of Digital
Fusion on a fully diluted basis; and stockholders of First Avenue would hold
common and preferred stock of Digital Fusion representing approximately 4.5%
of the outstanding common stock of Digital Fusion on a fully diluted basis.
Consummation of the business combination is subject to a
number of conditions, including approval of the stockholders of IBS and the
shareholders of Infonautics.
A copy of the Reorganization Agreement is attached to this
Current Report as Exhibit 10.1.
2
<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.
INFONAUTICS, INC.
By:/s/Gerard J. Lewis, Jr.
----------------------------------
Gerard J. Lewis, Jr.
Vice President and General Counsel
Dated: August 8, 2000
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
-------
<S> <C>
10.1 Agreement and Plan of Reorganization among I.I. Holding
Company, Inc., IBS Interactive, Inc., Infonautics, Inc.,
I.I. Merger Sub I, Inc., I.I. Merger Sub II, Inc., I.I. Merger
Sub III, Inc., and First Avenue Ventures, Inc.
</TABLE>
