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): October 12, 1997
NETCOM ON-LINE COMMUNICATION SERVICES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25216 77-0317705
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
2 N. Second Street, Plaza A, San Jose, California 95113
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 881-3516
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ITEM 5. OTHER EVENTS.
On October 12, 1997, NETCOM On-Line Communication Services, Inc., a
Delaware corporation (the "Registrant"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with ICG Communications, Inc., a Delaware
corporation ("ICG"), pursuant to which ICG has agreed to acquire the Registrant
through a tax-free merger (the "Merger") of a newly formed Delaware subsidiary
of ICG with and into the Registrant. Under the terms of the Merger Agreement,
each share of the Registrant's $0.01 par value Common Stock would be exchanged
for 0.8628 shares of common stock, $0.01 par value, of ICG ("ICG Common Stock"),
subject to adjustment as described below. The closing price of a share of ICG
Common Stock on the NASDAQ National Market on October 10, 1997 was $26.25.
The exchange ratio will be subject to adjustment as follows: If the volume
weighted average price for one share of ICG Common Stock for the ten consecutive
trading days ending two trading days prior to the closing of the Merger (the
"ICG Closing Price") drops below $22.125, the exchange ratio will be adjusted to
equal the fraction obtained by dividing $19.0625 by the ICG Closing Price; in
addition, if the ICG Closing Price drops below $19.00 per share, the exchange
ratio will be fixed at 1.0078 shares of ICG Common Stock for each share of the
Registrant's Common Stock.
The Merger has been unanimously approved by the Boards of Directors of both
ICG and the Registrant. Either party may terminate the Merger Agreement without
liability if such party's independent auditors render written advice that the
Merger will not qualify for pooling-of-interests accounting treatment, or upon
the occurrence of other specified events. The Merger is subject to the
effectiveness of a registration statement registering the shares of ICG Common
Stock that will be issued pursuant to the Merger Agreement. In addition, the
consummation of the Merger is conditioned upon approval by the stockholders of
both ICG and the Registrant, certain regulatory approvals, required consents and
other customary closing conditions. The parties expect the transaction to close
during the first quarter of 1998.
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.
NETCOM ON-LINE COMMUNICATION SERVICES, INC.
Date: October 21, 1997 /s/ David W. Garrison
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David W. Garrison
Chief Executive Officer
and Chairman of the Board
