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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 1997
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NETSCAPE COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-26310 94-3200270
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
501 EAST MIDDLEFIELD ROAD, MOUNTAIN VIEW, CALIFORNIA 94043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 254-1900
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On December 15, 1997 (the "Closing Date"), pursuant to a purchase
agreement dated as of November 6, 1997 (the "Purchase Agreement"), between
Netscape Communications Corporation ("Netscape") and GE Information Services,
Inc. ("GEIS"), Netscape acquired GEIS's membership interest in Actra Business
Systems, L.L.C. ("Actra") and acquired certain rights to source code for
certain related software owned by GEIS.
The total amount of consideration to be paid to GEIS pursuant to the
Purchase Agreement is $55 million in Netscape Common Stock, calculated based
on the average closing price of Netscape Common Stock as reported on the
Nasdaq National Market for the 20 most recent trading days ending on the
third day prior to the effectiveness of the registration statement on Form
S-3 registering such shares. Netscape has agreed to register with the
Securities and Exchange Commission the resale of the shares issued to GEIS
within seven days following the closing of the transaction. The acquisition
will be accounted for as a purchase. Consistent with its historical practice
with respect to accounting for purchase business combinations, for accounting
purposes, Netscape will value the shares issued based on the number of shares
of Netscape Common Stock that would be issuable assuming effectiveness of the
registration statement on Form S-3 had occurred on the Closing Date and the
average price of Netscape's Common Stock for the five days before and after,
and including, the Closing Date. In addition, in connection with the
acquisition, Netscape will issue options exercisable for an aggregate of
approximately 600,000 shares of its Common Stock to employees of Actra, which
amount is subject to adjustment based upon the actual number of shares issued
to Actra, in exchange for those employees' outstanding option rights in Actra
common stock at the date of acquisition. Consistent with its historical
practice with respect to accounting for purchase business combinations, the
fair value of options issued by Netscape in connection with the acquisition
of Actra will be included in the purchase price to be allocated for
accounting purposes. Other elements of the total purchase price to be
allocated for accounting purposes will include liabilities assumed pursuant
to the Purchase Agreement and direct costs of the acquisition. The purchase
price and the terms for the transaction were determined in arms-length
negotiations between the parties. Netscape anticipates that a portion of the
acquisition will be written off as purchased in-process research and
development in the fourth quarter of 1997. In addition, future periods will
be affected by acquisition-related amortization charges, which may be
significant.
Actra is a leading supplier of commerce applications for conducting
business-to-business and business-to-consumer commerce on the Internet.
Actra's commerce applications focus on buying, selling and merchandising over
the Internet and supporting EDI on public and private networks. Upon
completion of this acquisition, Actra will be folded into a new division at
Netscape.
Prior to the acquisition, GEIS and Netscape entered into a joint venture
pursuant to that certain Formation and Limited Liability Company Agreement
dated March 26, 1996 (the "Joint Venture Agreement"). Pursuant to the Joint
Venture Agreement, Netscape and GEIS formed Actra. Prior to the acquisition,
Netscape and GEIS were the only record owners of Actra. A copy of the
Purchase Agreement is filed as Exhibit 2.1 to this report and is incorporated
herein by this reference.
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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.
Dated: February 17, 1999 NETSCAPE COMMUNICATIONS CORPORATION
/s/ Peter L.S. Currie
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Peter L.S. Currie
Executive Vice President and Chief
Administrative Officer
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