8-K 1 e8-k.txt VERTICALNET INC. 8-K REPORT JULY 13 2000 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): July 13, 2000 VerticalNet, Inc. ------------------------------------------------------------------------------- (Exact name of Registrant as Specified in Charter) Pennsylvania 000-25269 23-2815834 ------------------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of Incorporation) 700 Dresher Road, Horsham, PA 19044 ------------------------------------------------------------------------------- (Address of principal executive offices) Zip Code Registrant's telephone, including area code: 215-328-6100 (Former name and former address, if changed since last report) ------------------------------------------------------------------------------- 2 ITEM 5. OTHER EVENTS On July 13, 2000, VerticalNet, Inc. (the "Registrant") completed its previously announced acquisition of substantially all of the assets (the"Acquisition") of F&G Capital, Inc. which does business as American IC Exchange. The Acquisition was consummated by NECX.com LLC, ("NECX") a wholly-owned subsidiary of the Registrant. The Acquisition was accomplished pursuant to the terms of an Agreement and Plan of Reorganization (the "Purchase Agreement"), dated as of June 30, 2000 by and among the Registrant, NECX, F&G Capital, Inc., trustees of the Binford Living Trust, trustees of the Carracino Family Trust, trustees of the Radach Family Trust, James D. Binford, Daniel N. Carracino and Russel R. Radach. The terms of the Purchase Agreement were the result of arm's length negotiations among the parties. The consideration paid by the Registrant for the Acquisition included the issuance of 1,097,457 shares of the Registrant's common stock. A copy of the press release issued by the Registrant on July 13, 2000 concerning the acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 2.1 Agreement and Plan of Reorganization dated as of June 30, 2000 by and among the Registrant, NECX, F&G Capital, Inc., trustees of the Binford Living Trust, trustees of the Carracino Family Trust, trustees of the Radach Family Trust, James D. Binford, Daniel N. Carracino and Russel R. Radach Agreement and Plan 99.1 Press Release dated July 13, 2000 2 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 thereunto duly authorized. VERTICALNET, INC. Date: July 19, 2000 By: /s/ Gene S. Godick ----------------------------- Name: Gene S. Godick Title: Senior Vice President Chief Financial Officer 3 4 EXHIBIT INDEX
Exhibit No. Description of Exhibit ----------- ---------------------- 2.1 Agreement and Plan of Reorganization dated as of June 30, 2000 by and among the Registrant, NECX, F&G Capital, Inc., trustees of the Binford Living Trust, trustees of the Carracino Family Trust, trustees of the Radach Family Trust, James D. Binford, Daniel N. Carracino and Russel R. Radach Agreement and Plan 99.1 Press Release dated July 13, 2000
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