SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 29, 1998
SPORTSLINE USA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-23337 65-0470894
(Commission File Number) (I.R.S. Employer Identification No.)
6340 N.W. 5TH WAY
FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices) (Zip Code)
(954) 351-2120
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
Page 1 of 2 Pages
Exhibit Index at Page 2
<PAGE>
ITEM 5. OTHER EVENTS.
On June 29, 1998, SportsLine USA, Inc., a Delaware corporation
(the "Company"), pursuant to an Agreement and Plan of Merger (the
"Agreement") by and among the Company, SportsLine Golf Acquisition,
Inc., a Texas corporation and a wholly owned subsidiary of the Company
("Merger Sub"), International Golf Outlet, Inc., a Texas corporation
("IGO"), Jack Shanklin and David Schofman (the "IGO Shareholders"),
acquired all of the outstanding capital stock of IGO, pursuant to which
Merger Sub was merged with and into IGO, with the result that IGO has
become a wholly-owned subsidiary of the Company (the "Merger").
Pursuant to the Merger, all outstanding shares of capital
stock of IGO were converted into an aggregate of 46,924 shares of
Common Stock, $0.01 par value per share, of the Company and $350,000
cash. In addition, under the terms of the Agreement, the Company may
issue up to an additional 42,658 shares of Common Stock of the Company
to the IGO Shareholders if IGO meets certain revenue and earnings
targets over the next three years. The acquisition will be accounted
for under the "purchase method"' whereby the majority of the purchase
price will be recognized as goodwill and amortized over ten years.
A copy of the Company's press release announcing the Merger is
attached as Exhibit 99.1 hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
EXHIBIT INDEX
99.1 Press Release of SportsLine USA, Inc. dated June 29, 1998.
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.
SPORTSLINE USA, INC.
Date: July 9, 1998 By: /S/ KENNETH W. SANDERS
----------------------------
Kenneth W. Sanders
Chief Financial Officer
Page 2 of 2 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Press Release of Sportsline USA, Inc. dated June 29, 1998.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
SPORTSLINE USA, INC. ACQUIRES INTERNATIONAL GOLF OUTLET, INC.
Fort Lauderdale, Florida -- (June 29, 1998) -- SportsLine USA, Inc.
(NASDAQ/NMS: SPLN), the publisher of CBS SportsLine (cbs.sportsline.com),
announced today that it has completed the acquisition of International Golf
Outlet, Inc. ("IGO"), a privately-held Internet retailer that sells fine golf
equipment and accessories through its online service (www.igogolf.com).
SportsLine USA acquired all of the outstanding capital stock of IGO for
$2 million, consisting of $350,000 in cash and $1.65 million of SportsLine USA
common stock (46,924 shares at $35.1626 per share). SportsLine USA also agreed
to issue additional common stock, currently valued at $1.5 million, to the IGO
shareholders if IGO meets certain revenue and earnings targets over the next
three years. The acquisition will be accounted for under the "purchase method"'
whereby the majority of the purchase price will be recognized as goodwill and
amortized over ten years. IGO will be operated as a wholly owned subsidiary of
SportsLine USA, under David Schofman, co-founder of IGO, who will become
SportsLine USA's Director of Golf Merchandise.
According to Michael Levy, SportsLine USA's president and chief
executive officer, "the acquisition of IGO compliments our acquisition of
GolfWeb earlier this year and demonstrates SportsLine USA's commitment to
growing our e-commerce business. This acquisition will also ensure that golf
enthusiasts will have greater access to golf equipment and accessories on
SportsLine USA's Web sites, and will provide SportsLine USA a stronger
e-commerce platform to assist in reaching our objective of becoming the leading
Internet sports media company."
ABOUT INTERNATIONAL GOLF OUTLET, INC.
IGO (www.igogolf.com), based in Austin, Texas, is an electronic mail
order golf store on the Internet that offers fine golf equipment and
accessories, including golf clubs, golf balls, bags, footwear, apparel,
accessories, training aids, art, software, books, and videos through its Web
site and third-party Web sites. International Golf Outlet, Inc. established its
online e-commerce operations in 1995 and currently sells golf equipment to
consumers in more than 100 countries.
ABOUT SPORTSLINE USA, INC.
SportsLine USA, Inc. (NASDAQ/NMS: SPLN) is a leading Internet-based
sports media company that provides branded, interactive information and
programming as well as merchandise to sports enthusiasts worldwide. SportsLine
USA publishes CBS SportsLine, which features more than 300,000 pages of
multimedia sports information, entertainment and merchandise covering all major
professional, collegiate and international sports and includes
<PAGE>
exclusive content from sports teams, organizations and superstars such as
Michael Jordan, Tiger Woods and Shaquille O'Neal. SportsLine USA was founded in
1994, and its Internet sports service was renamed CBS SportsLine in March of
1997 as part of an exclusive five-year promotional and content agreement with
CBS Sports.
Note: This press release contains forward-looking statements, which involve
risks and uncertainties. SportsLine USA's actual results could differ materially
from those anticipated in these forward-looking statements. Factors that might
cause or contribute to such differences include, among others, competitive
pressures, the growth rate of the Internet, constantly changing technology and
market acceptance of the company's products and services. Investors are also
directed to consider the other risks and uncertainties discussed in SportsLine
USA's Securities and Exchange Commission filings, including those discussed
under the caption "Risk Factors That May Affect Future Results" in SportsLine
USA's Annual Report on Form 10-K for the year ended December 31, 1997.
SportsLine USA undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements, which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
CONTACT:
SportsLine USA, Inc., Fort Lauderdale
Kenneth Sanders
Chief Financial Officer
954/351-2120, ext. 829
or
Sara L. Wilkins
Director, Investor Relations
954/351-2120, ext. 511
[email protected]
