-----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, Dq3FCAf12BHS2P70c2auCKqi1TH8jqexTFkDxxvN040HhwcojOkYo0wfK/9uqHUF /vUlt+TL87cLA1vByKoL/A== 0000912057-00-003444.txt : 20000203 0000912057-00-003444.hdr.sgml : 20000203 ACCESSION NUMBER: 0000912057-00-003444 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NBC INTERNET INC CENTRAL INDEX KEY: 0001089754 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943333463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27899 FILM NUMBER: 519642 BUSINESS ADDRESS: STREET 1: 225 BUSH STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4152882500 8-K 1 8-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2000 - -------------------------------------------------------------------------------- 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): FEBRUARY 1, 2000 NBC INTERNET, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-27899 94-3333463 - ------------------------------- ----------- ------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 225 Bush Street San Francisco, California 94104 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 288-2500 N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On February 1, 2000, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release issued by the Registrant dated February 1, 2000 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 thereunto duly authorized. NBC INTERNET, INC. Date: February 2, 2000 /s/ John Harbottle -------------------------------------------- John Harbottle, Executive Vice President Finance and Chief Financial Officer EX-99.1 2 EXHIBIT 99.1 February 1, 2000 NBCi TO ACQUIRE ALLBUSINESS.COM, A LEADING BUSINESS-TO-BUSINESS INTERNET SERVICE SAN FRANCISCO - FEBRUARY 1, 2000, CA - NBC Internet, Inc. (Nasdaq: NBCI) today announced it has entered into an agreement to acquire AllBusiness.com (www.allbusiness.com), a Web service designed to be the virtual partner for small and growing businesses, in an all-stock agreement to be valued at closing at approximately $225 million. In addition, NBCi will assume outstanding options of AllBusiness.com. The transaction is expected to close by the end of the first quarter and is subject to customary closing conditions. AllBusiness.com is a leading destination Web site offering comprehensive, practical solutions to the everyday challenges of starting, managing and growing a business. By aggregating high-quality services, products, tools and information, as well as offering expert advice, the site provides entrepreneurs and small businesses with a single point of access for resources that enhance operations, solve problems and save money. The acquisition of AllBusiness.com - which will join NBCi's ComFind business directory service and Snap Business Network - marks a major step in the formation of NBCi's business-to-business division. NBCi expects to unveil additional components of its business-to-business strategy in the coming weeks and months. NBCi currently is in a quiet period associated with a registration statement filed in connection with a follow-on offering of NBCi Class A common stock, previously announced on January 14, 2000. "Joining forces with AllBusiness.com takes us one step closer to leveraging NBCi's core competencies and strengths, as well as potential synergies with our existing partners. We believe AllBusiness.com will provide a particularly broad platform from which we can develop and integrate our ongoing opportunities," said Chris Kitze, CEO of NBC Internet, Inc. Teymour Boutros-Ghali, AllBusiness.com's CEO, said: "AllBusiness.com has worked hard to build a one-stop, business-intelligence service, offering small and mid-size companies easy access to the best online resources, information, services and products. This agreement to unite with NBCi, a respected global integrated media company, will expand our ability to effectively reach this under-served market." In December of 1999, NBCi announced the appointment of Alan Braverman to the position of President of NBCi's Business-to-Business Division. Braverman, who will lead the integration of AllBusiness.com with NBCi's other business services, formerly served as the senior managing director and head of Internet research at both Banc of America Securities and Deutsche Bank Securities. Braverman said: "The acquisition of AllBusiness.com is an important component of NBCi's Business-to-Business division which we have been working diligently to assemble over the past few months. I look forward to close involvement with the day-to-day operations of this exciting service as we work to integrate AllBusiness.com with NBCi's existing business services and utility products, and with future partnerships and acquisitions." ABOUT ALLBUSINESS.COM Founded in November 1998, the company has grown to more than 100 employees with offices in San Francisco's financial district. AllBusiness.com is a privately held company financed by American City Business Journals, Canaan Partners, Intel Corporation, Technology Crossover Ventures (TCV), Venture Strategy Group and other venture and corporate investors. ABOUT NBC INTERNET, INC. (NBCi) NBC Internet, Inc. (NBCi), a branded global integrated media company, commenced operations in November 1999. NBCi integrates major media platforms, including Internet, broadcast and cable television and radio, to deliver powerful ways for partners to connect with users and customers. NBCi's flagship consumer Web site, Snap (www.snap.com), provides a comprehensive online experience to users worldwide via Internet search & directory, community, shopping, e-commerce, multimedia and entertainment services across all bandwidths. NBCi was created through the combination of Snap, XOOM.com, NBC.com, NBC Interactive Neighborhood, AccessHollywood.com, VideoSeeker and a 10 percent equity stake in CNBC.com. NBC Internet publicly trades under the ticker NBCI on The Nasdaq Stock Market-Registered Trademark-. NBC holds a 47.3 percent ownership stake in NBCi and brings to the venture the storied heritage of 70 years of branded media and technology innovations. NBCi is headquartered in San Francisco and has offices in New York City, Los Angeles, Chicago and Paris, France. For more information about NBCi and its constituent Internet services, please see the NBCi corporate Web site at www.nbci.com. This press release contains statements that are forward-looking. These statements are based on NBCi's expectations of its future results as of the date of this press release. Actual results may differ materially from those projected because of a number of risks and uncertainties, including those listed from time to time in NBC Internet Inc.'s SEC reports, including but not limited to XOOM.com, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998; XOOM.com's Quarterly Reports on Form 10-Q for the periods ended March 31, 1999, June 30, 1999 and September 30, 1999; the Registration Statements on Form S-4 and Form S-1 filed by NBC Internet, Inc., as amended. Important factors that could cause the results to differ materially from those in any such forward-looking statements include: NBCi's limited operating history; unpredictability of its quarter-to-quarter results; its unproven business model and dependence on members; risks associated with its international operations; its reliance on a network infrastructure; its dependence on vendors and suppliers; management of its growth and expansion; risks associated with brand development; its reliance on advertising revenue; intense competition with other Web communities and businesses; the risks of infringement of intellectual property rights; risks associated with acquisitions; and reliance on strategic relationships. CONTACTS: Robert Silverman, NBCi, 212-664-2756, robert.silverman@nbc.com Frances Byrne, NBCi, 415-875-7913, francesb@nbci.com Michelle Frigo, AllBusiness.com, 415-395-4307, mfrigo@allbusiness.com -----END PRIVACY-ENHANCED MESSAGE-----