-----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, Bahv9+YdbmAieHnzMopED+FER7I5ilA/zJAHJ72yXfoqUz3boKPfkeMSfhq2TUdB 5PES8FRf6SZKxHDqOXjzLw== /in/edgar/work/0000950134-00-008438/0000950134-00-008438.txt : 20001006 0000950134-00-008438.hdr.sgml : 20001006 ACCESSION NUMBER: 0000950134-00-008438 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000921 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RMI NET INC CENTRAL INDEX KEY: 0001003282 STANDARD INDUSTRIAL CLASSIFICATION: [7370 ] IRS NUMBER: 841322326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28738 FILM NUMBER: 735632 BUSINESS ADDRESS: STREET 1: 999 18TH STREET STREET 2: STE 2201 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036720700 MAIL ADDRESS: STREET 1: 999 18TH STREET STREET 2: STE 2201 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: ROCKY MOUNTAIN INTERNET INC DATE OF NAME CHANGE: 19960508 8-K 1 d80771e8-k.txt 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) September 21, 2000 ------------------------------- RMI.NET, Inc. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 001-12063 84-1322326 - ------------------------ ---------------------------------- (Commission File Number) (IRS Employee Identification No.) 999 Eighteenth Street, Suite 2201, Denver CO 80202 - -------------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 672-0700 ------------------------------ Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On September 21, 2000, the Registrant entered into an Asset Transfer Agreement (the "LanMinds Asset Transfer Agreement") by and between RMI.NET, Inc. and LanMinds, Inc., a California corporation headquartered in Berkeley, California ("LanMinds"), pursuant to which the Registrant acquired the assets of LanMinds. Pursuant to the terms of the LanMinds Asset Transfer Agreement, the Registrant agreed to provide consideration to LanMinds in an amount equal to approximately $6 million, payable in the form of shares of the Registrant's common stock over the next five years. At closing, the Registrant provided LanMinds consideration equal to $2 million, in the form of 916,031 shares of common stock, with the number of shares to be issued based on the 15-day average closing price prior to September 21, 2000 of $2.1833 per share (all of which were issued pursuant to the Registrant's Registration Statement on Form S-4, which was filed with the Securities and Exchange Commission on May 24, 2000). As payment of the remaining $4 million in consideration due to LanMinds, Registrant also agreed to issue 591,237 shares which will be held in escrow, subject to later adjustment and release to LanMinds. The ultimate number of shares required to be issued by the Registrant depends on various factors set forth in the LanMinds Asset Transfer Agreement, including the following, among others: (a) the ability of LanMinds' to generate sufficient revenues, (b) LanMinds' liquidity, as measured by the difference between LanMinds' current assets and current liabilities, (c) claims that may be brought against LanMinds, and (d) the market price of the Registrant's common stock. Any significant increase in additional shares to be issued would not occur for five years. At that time, on the fifth anniversary of the closing, there would theoretically be no limit on the number of shares of common stock that the Registrant may be required to issue if the market price of the Registrant's common stock at that time was trading below its current market price. However, the Registrant can avoid issuing additional shares by repurchasing the common stock issued to LanMinds at a price equal to the remaining $4 million acquisition price plus interest of 6%. The consideration that the Registrant agreed to pay to LanMinds was determined through arm's length negotiation. There was no material relationship between the Registrant and LanMinds prior to the acquisition. LanMinds is a business-focused Internet connectivity and web solutions provider with customers in the San Francisco Bay Area, Colorado and Japan. The Registrant intends to utilize the assets acquired from LanMinds in the same manner that LanMinds utilized the assets prior to their acquisition by the Registrant. A copy of the Registrant's press release is attached hereto as Exhibit 20.1. A copy of the LanMinds Asset Transfer Agreement will be filed by amendment. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. List below the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report. (a) Financial Statements of Businesses Acquired: To be filed by amendment. (b) Pro Forma Financial Information: To be filed by amendment. (c) Exhibits: Exhibit Number Description 10.1 Asset Transfer Agreement by and between RMI.NET, Inc. and LanMinds, Inc.* 20.1 News Release dated September 26, 2000 announcing the LanMinds asset acquisition. * To be filed by amendment. 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. RMI.NET, Inc. ----------------------------------------- (Registrant) Date: October 5, 2000 By: /s/ CHRISTOPHER J. MELCHER -------------------------------------- Christopher J. Melcher Vice President, General Counsel and Corporate Secretary 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 Asset Transfer Agreement by and between RMI.NET, Inc. and LanMinds, Inc.* 20.1 News Release dated September 26, 2000 announcing the LanMinds asset acquisition.
* To be filed by amendment. EX-20.1 2 d80771ex20-1.txt PRESS RELEASE 1 EXHIBIT 20.1 RMI.NET Acquires San Francisco-Area Internet Company; LanMinds Acquisition Contributes Positive Cash Flow and Opens Key Markets DENVER, Sept. 26 /PRNewswire/ -- RMI.NET, Inc. (Nasdaq: RMII), a national web solutions/e-commerce and connectivity company, announced today that it has acquired LanMinds, Inc., a business-focused Internet connectivity and web solutions provider based in Berkeley, California. (Photo: http://www.newscom.com/cgi-bin/prnh/19990628/RMILOGO) LanMinds has annualized revenue of over $3 million and positive EBITDA from its customer base of web solutions (hosting, co-location, and custom web site design), dedicated connectivity, and dial-up Internet users. The company's customers are located in the San Francisco Bay Area, Colorado, and Japan. "This is an exciting and very strategic acquisition," stated Douglas H. Hanson, RMI.NET Chairman and CEO. "Merging LanMinds into RMI.NET creates value for our shareholders in three key ways: first, the management team at LanMinds will help us maximize the performance of our existing assets, including our premier Internet Data Center in San Francisco; second, we gain entry into the lucrative Japanese market through LanMinds' fast-growing web hosting and co-location business there; and third, the company accelerates us toward our goal of EBITDA neutrality in December 2000." Gary Morrell, co-founder and president of LanMinds, said, "We are eager to bring RMI.NET's wider range of products and services -- as well as our shared commitment to quality customer service -- to our growing customer base. Having access to RMI.NET's seasoned web development team, national Internet backbone, mirrored data centers, and 24-hour technical support will allow us to deliver a more robust solution and generate more profitable revenue." Morrell added that RMI.NET's nationwide contracts and existing operations should result in immediate savings in his group's cost of sales. Morrell and all key employees of LanMinds have joined RMI.NET, with Morrell as general manager of RMI.NET's San Francisco Bay Area operations. About RMI.NET Denver-based RMI.NET is a national e-commerce and connectivity company focusing on solutions for small and medium-sized businesses. The company specializes in e-business applications; web solutions, including design, hosting and marketing; and high-speed Internet access, including digital subscriber line (DSL) service. RMI.NET has annualized revenue of over $50 million and more than 100,000 customers nationwide. The company wholly owns a shopping, e-commerce and portal site, www.webzone.com, which includes the proprietary search engine, Infohiway. For more information, call (800) 411- 6066, or visit RMI.NET's web site at www.rmi.net. This press release may contain forward-looking statements within the scope of the Securities Act of 1933 and the Securities Exchange Act of 1934. Although the company believes these statements are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Differences between assumed facts and actual results can be material depending on the circumstances and investors should be aware of the important factors that could have a material impact on future results. Please refer to the cautionary statements section of RMI.NET's 10-K dated December 31, 1999, and other Securities and Exchange Commission filings subsequent to this date. /CONTACT: Jeremy Bronson of RMI.NET, Inc., 303-672-0706, jeremy.bronson@corp.rmi.net/ -----END PRIVACY-ENHANCED MESSAGE-----