-----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, Nnj57WdqIHhotYaqW+c/d3Kwx5q0qcPwidsayREVU2ERat5+lih/MyLTHze9HIF5 tT9WyVrA/xEKbhj6lLc1eA== 0000950134-99-010747.txt : 19991208 0000950134-99-010747.hdr.sgml : 19991208 ACCESSION NUMBER: 0000950134-99-010747 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991122 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET AMERICA INC CENTRAL INDEX KEY: 0001001279 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 860778979 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25147 FILM NUMBER: 99769867 BUSINESS ADDRESS: STREET 1: 350 N ST PAUL STE 200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148612500 MAIL ADDRESS: STREET 1: ONE DALLAS CENTRE 350 N. ST. PAUL STREET 2: SUITE 3000 CITY: DALLAS STATE: TX ZIP: 75201 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) November 22, 1999 ----------------- Internet America, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Texas 000-25147 86-0778979 ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One Dallas Center, 350 N. St. Paul Street, Suite 3000, Dallas, Texas 75201 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (214) 861-2500 ------------------------- 2 Item 2. Acquisition or Disposition of Assets. On November 22, 1999, Internet America, Inc., a Texas corporation (the "Company"), acquired all the issued and outstanding securities of PDQ.Net, Incorporated, a Texas corporation ("PDQ.Net"), for 2,425,000 shares of Internet America common stock. As a result of the purchase, PDQ.Net became a wholly owned subsidiary of the Company. The Company became the indirect owner of all of the assets of PDQ.Net, which include approximately 40,000 individual and corporate internet access accounts and the computer equipment used to service those accounts. The Company intends to continue to use these assets to provide Internet access to customers. The acquisition was effected pursuant to an Agreement and Plan of Merger dated September 12, 1999, by and among PDQ.Net, certain of its shareholders ("Shareholders") and the Company. The acquisition will be accounted for as a purchase. To the best knowledge of the Company, at the time of the acquisition there was no material relationship between (i) PDQ.Net and the Shareholders on the one hand and (ii) the Company, or any of its affiliates, any director or officer of the Company, or any associate of such director or officer on the other hand. The consideration paid by the Company was 2,425,000 shares of Internet America common stock. The consideration was determined by arms-length negotiations between the parties to the Agreement and Plan of Merger. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired (1) PAGE (i) Balance Sheets as of December 31, 1998 and 1997 (ii) Statements of Operations for the years ended December 31, 1998 and 1997 (iii) Statements of Stockholders' Deficit for the years ended December 31, 1998 and 1997 (iv) Statements of Cash Flows for the years ended December 31, 1998 and 1997 (v) Interim Consolidated Balance Sheet as of September 30, 1999 (unaudited)
3 (vi) Consolidated Statements of Operations for the nine months ended September 30, 1999 and September 30, 1998 (unaudited) (vii) Consolidated Statements of Cash Flows for the nine months ended September 30, 1999 and September 30, 1998 (unaudited)
(b) Proforma financial information (unaudited) (1) PAGE (i) Pro Forma Interim Consolidated Balance Sheet as of September 30, 1999 (ii) Pro Forma Consolidated Statement of Operations for the year ended June 30, 1999 (iii) Pro Forma Interim Consolidated Statement of Operations for the three months ended September 30, 1999
(c) Exhibits. The following is a list of exhibits filed as part of this Current Report on Form 8-K:
Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger, dated September 12, 1999, among Internet America Inc., GEEK Houston II, Inc., PDQ.Net, Incorporated and certain shareholders of PDQ.Net, Incorporated. (2) 23.1 Consent of Deloitte & Touche LLP. (3) 23.2 Consent of Grant Thornton, LLP. (3) 99.1 Press Release of Internet America, Inc. dated November 22, 1999. (4)
- -------------------- (1) It is impractical for the registrant to file such financial statements and related financial data schedule at this time. Such financial statements and related financial data schedule will be filed under cover of Form 8-K/A as soon as practicable, but no later than 60 days after the date by which this report on Form 8-K was required to be filed. (2) Incorporated by reference to Exhibit A to the Company's preliminary proxy statement and definitive proxy statement filed with the Securities and Exchange Commission on October 7, 1999 and October 19, 1999, respectively (File No. 000-25147). (3) To be filed by amendment. (4) Filed herewith. 4 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. INTERNET AMERICA, INC. Date: December 7, 1999 By: /s/ JAMES T. CHANEY ------------------------------ James T. Chaney, Chief Financial Officer 5 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger, dated September 12, 1999, among Internet America Inc., GEEK Houston II, Inc., PDQ.Net, Incorporated and certain shareholders of PDQ.Net, Incorporated. (1) 23.1 Consent of Deloitte & Touche LLP. (2) 23.2 Consent of Grant Thornton, LLP. (2) 99.1 Press Release of Internet America, Inc. dated November 22, 1999. (3)
- -------------------- (1) Incorporated by reference to Exhibit A to the Company's preliminary proxy statement and definitive proxy statement filed with the Securities and Exchange Commission on October 7, 1999 and October 19, 1999, respectively (File No. 000-25147). (2) To be filed by amendment. (3) Filed herewith. EX-99.1 2 PRESS RELEASE DATED NOVEMBER 22, 1999 1 Exhibit 99.1 - Press Release dated November 22, 1999 INTERNET AMERICA FINALIZES ACQUISITION OF PDQ.NET ------------------------------- Over 145,000 Subscribers For Combined Entity DALLAS, November 22 - Internet America, Inc. (Nasdaq: GEEK) announced today that it has finalized the previously disclosed acquisition of PDQ.Net, Incorporated, a Houston-based Internet service provider. Internet America received approval from its shareholders to issue 2,425,000 shares of its common stock in exchange for all of the outstanding stock of PDQ.Net. The acquisition creates one of the largest Internet service providers (ISP) in Texas with more than 145,000 subscribers and annual revenue of approximately $34 million. The Company will realize economies of scale in networking and deploying new technologies. As a result of the acquisition, PDQ.Net received two designates to the Internet America Board of Directors. "The acquisition of PDQ.Net is a milestone for Internet America as it, in combination with our acquisition of NeoSoft, gives us tremendous market share and estimated run rate revenue of about $14 million in Houston and Southeast Texas," said Mike Maples, president and chief executive officer of Internet America. "With the closing of this transaction, Internet America has experienced phenomenal growth by roughly tripling in subscriber count and revenue-run rate since our IPO last December. This unparalleled growth sets us apart and clearly shows the successful execution of our business plan." Based in Dallas, Internet America (www.airmail.net) is a leading Internet service provider with 105,000 subscribers at September 30, 1999. Through its 1-800-Be-A-Geek(r) television, radio and print campaigns that emphasize the speed and quality of its Internet services and its commitment to customer care, Internet America has become one of the leading Internet service providers in its markets. Internet America offers a wide array of Internet services tailored to meet the needs of individuals, including Expresslane DSL, dial-up Internet access, multiple e-mail addresses, World Wide Web access, chat, Usenet News and personal web sites. Internet America also provides a full range of services to business customers, including dedicated high-speed access, web hosting, server co-location and domain name registration. Internet America serves the Houston market through its wholly owned subsidiary, PDQ.Net (http://www.pdq.net), that city's largest ISP. PDQ.Net delivers outstanding service and support to its customers and a full range of Internet service for home and businesses. PDQ.Net offers home dial-up and DSL service, corporate connectivity, Web site design and network consulting. PDQ.Net received the Houston Press Reader's Choice Award in the category of Best Internet Service Provider in 1997 and 1998 and was named Houston's #1 ISP by the Houston Business Journal. 2 Run rate revenue as used above is actual revenue for PDQ.Net and NeoSoft for the fiscal quarter ended September 30, 1999, annualized. Achieving this result is subject to the many risks and uncertainties that exist in Internet America's business and operations as described below. This press release may contain forward-looking statements relating to future financial results or business expectations and, as a result, should be considered as subject to the many uncertainties that exist in Internet America's operations and business environment. Business plans may change as circumstances warrant and actual results may differ materially as a result of a number of factors. Such factors include, but are not limited to: the Company's expansion and acquisition strategy, the Company's ability to achieve operating efficiencies, the Company's dependence on network infrastructure, capacity, telecommunications carriers and other suppliers, industry pricing and technology trends, evolving industry standards, regulatory changes, and general economic and business conditions. These risk factors and additional information are included in Internet America's filings with the Securities and Exchange Commission, including its Form 10-KSB for the fiscal year ended June 30, 1999 and its Form 10-QSB for the fiscal quarter ended September 30, 1999. -----END PRIVACY-ENHANCED MESSAGE-----