SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 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) August 31, 2000
WAVE SYSTEMS CORP.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-24752 13-3477246
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
480 Pleasant Street, Lee, Massachusetts 01238
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (413) 243-1600
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 2000, Wave Systems Corp. ("Wave"), a provider of electronic
commerce, content distribution and security services, acquired substantially
all of the assets of Indigo Networks LLC, a Delaware limited liability company
("Indigo") which provides website portals through which consumers may access
the websites of merchants engaged in e-commerce. The acquired assets consist
primarily of developed software, commercial software, computer equipment,
customer lists, contracts with merchants, internet website and domain names,
and intellectual property. Wave also hired the former employees of Indigo.
The aggregate consideration paid by Wave to Indigo consisted of 374,889
shares of Wave's Class A Common Stock. The closing price per share for Wave's
Class A Common Stock as of August 31, 2000 was $20.625. The terms of the Asset
Purchase Agreement (the "Agreement") pursuant to which the transaction was
consummated were determined in arm's-length negotiations between Wave and
Indigo. There were no material relationships requiring disclosure pursuant to
Item 2.
Indigo operates an on-line shopping mall at www.ishophere.com which allows
consumers to visit a number of merchant websites on the internet. Founded in
1998, Indigo is located in Nashville, Tennessee.
All information required by Item 2 is set forth herein. For reference, the
Agreement is filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
In accordance with Item 7(a)(4) of Form 8-K, the financial statements
required by this Item 7(a) of Form 8-K and Rule 3-05(b) of Regulation S-X will
be filed by amendment to this initial report no later than 60 days after the
date of the filing of this report.
(B) PRO FORMA FINANCIAL INFORMATION.
In accordance with Item 7(b)(2) of Form 8-K, the pro forma financial
information required by this Item 7(b) of Form 8-K will be filed by amendment
to this initial report no later than 60 days after the date of the filing of
this report.
(C) EXHIBITS.
Exhibit 99.1 Asset Purchase Agreement, dated as of August 31, 2000, by
and between Wave and Indigo. (Does not include Exhibits or
Disclosure Schedules. Wave will furnish a copy of any
such omitted exhibit or schedule to the Commission upon
request.)
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SIGNATURES
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.
WAVE SYSTEMS CORP.
By: /s/ Steven Sprague
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Steven Sprague
Chief Executive Officer
Dated: September 12, 2000
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EXHIBIT INDEX
Exhibit No. Description
99.1 Asset Purchase Agreement, dated as of August 31, 2000, by and
between Wave and Indigo. (Does not include Exhibits or
Disclosure Schedules. Wave will furnish a copy of any such
omitted exhibit or schedule to the Commission upon request.)
