-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JPRc1XrvmeTGz5xGzRPZw4Fu+5hemHmbvru77o1K/ETyCGCKOqGHQyDquPkHoSoH d/cisRR/u8JAVzEIhcOMvw== 0000891618-99-004744.txt : 19991028 0000891618-99-004744.hdr.sgml : 19991028 ACCESSION NUMBER: 0000891618-99-004744 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991023 ITEM INFORMATION: FILED AS OF DATE: 19991027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT HOME CORP CENTRAL INDEX KEY: 0001020620 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770408542 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22697 FILM NUMBER: 99735278 BUSINESS ADDRESS: STREET 1: 425 BROADWAY ST CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6505695000 MAIL ADDRESS: STREET 1: 425 BROADWAY ST CITY: REDWOOD STATE: CA ZIP: 94063 8-K 1 FORM 8-K 1 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): October 23, 1999 AT HOME CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 000-22697 77-0408542 - ------------ ------------------- (Commission (IRS Employer File Number) Identification No.)
450 Broadway Street, Redwood City, CA 94063 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (650) 569-5000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5: OTHER EVENTS. On October 23, 1999, At Home Corporation, a Delaware corporation ("Excite@Home"), and Hartford House, Ltd. a Delaware corporation ("Hartford House"), the operator of the Bluemountain.com web site, which provides web-based greeting cards, entered into an Agreement and Plan of Merger (the "Merger Agreement"). Subject to the terms and conditions of the Merger Agreement, Hartford House will merge with and into Excite@Home (the "Merger"). At the effective time of the Merger, Excite@Home will issue shares of its newly-created non-voting convertible preferred stock convertible into approximately 11 million shares of Excite@Home Series A Common Stock and pay $350 million in cash to the stockholders of Hartford House. The preferred stock will be automatically convertible into Excite@Home Series A Common Stock as the restrictions on resale described below lapse. Options to purchase shares of Hartford House Common Stock will be assumed by Excite@Home and converted into options to purchase shares of the Excite@Home Series A Common Stock. If certain performance goals related to the Bluemountain.com web site are met, Excite@Home would be obligated to issue additional shares of Excite@Home Series A Common Stock to Hartford House stockholders having an aggregate value of up to $270 million and would issue additional shares to be allocated to holders of assumed or exercised Hartford House stock options by adjusting the exercise price and number of shares subject to the assumed options. Of this additional consideration, 50% of the amount will be based on the number of electronic greeting cards sent through the Bluemountain.com web site during the month of December 1999 and the remainder will be based upon the number of unique users of that web site during the same month. Of the shares to be immediately issued in this transaction, approximately 50% may not be resold for a period of two years after the closing of the transaction. The remaining initially issued shares may only be resold at a rate of 500,000 shares of Excite@Home Series A Common Stock per month. Any shares issued as part of the earnout provisions of the Merger Agreement will be freely tradeable upon issuance. Excite@Home will file a registration statement covering the resale of all shares issued in the transaction. It is the intent of the parties that the transaction qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code and be accounted for as a purchase. In addition, Excite@Home also entered into distribution relationships with Proflowers.com, Inc., an online flower company, Dan's Chocolates, an online gift company, and Lucidty, Inc., an online electronic gift certificate company. These three agreements provide for Excite@Home to receive aggregate revenues of $34 million over the three year terms of the agreements. The Merger is subject to customary closing conditions, including regulatory approvals. 3 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. Date: October 24, 1999 AT HOME CORPORATION By: /s/ David G. Pine ------------------------------- David G. Pine Vice President, General Counsel and Secretary
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