-----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, BmowweE7xkQ4U+kjwopgk/TBXEFCdHfNE4b45VO2q2uDa1U9qCa2j2WNryeMKlNl Vn2DIRo5rpSKRK4SmMBgVg== 0001047469-99-026745.txt : 19990709 0001047469-99-026745.hdr.sgml : 19990709 ACCESSION NUMBER: 0001047469-99-026745 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990623 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RMI NET INC CENTRAL INDEX KEY: 0001003282 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [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: 99661066 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 FORM 8-K 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) June 23, 1999 --------------------- 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 80202 ---------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 672-0700 --------------------- Rocky Mountain Internet, Inc. ---------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On June 23, 1999, the Registrant entered into an Agreement and Plan of Merger (the "CommerceGate Merger Agreement") with CommerceGate Corporation, a Washington corporation headquartered in Seattle, Washington, pursuant to which CommerceGate Corporation and its subsidiaries ("CommerceGate") merged with and into the Registrant (the "CommerceGate Merger"). The purchase price of the assets acquired was approximately $1.25 million, payable in the form of 108,790 shares of the Registrant's common stock (43,516 shares of which will be registered). The consideration that the Registrant agreed to pay to CommerceGate was determined through arm's length negotiation. There was no material relationship between the Registrant and CommerceGate prior to the Merger. CommerceGate is an e-commerce software development and consulting services firm. The Registrant intends to utilize the assets acquired form CommerceGate in the same manner that CommerceGate 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. 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: Not required. (b) Pro Forma Financial Information: Not required. (c) Exhibits:
Exhibit Number Description ------- ----------------------------------------------------------- 10.1 Agreement and Plan of Merger dated as of June 23, 1999 by and between RMI.NET, Inc. and CommerceGate Corporation * 20.1 News Release dated June 14, 1999 announcing the CommerceGate Merger.
* To be filed by amendment. 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. Rocky Mountain Internet, Inc. --------------------------------------- (Registrant) Date: July 8, 1999 By: /s/ CHRISTOPHER J. MELCHER ------------------------------------ Christopher J. Melcher Vice President, General Counsel and Corporate Secretary
EX-20.1 2 EXHIBIT 20.1 Exhibit 20.1 RMI.NET ACQUIRES COMMERCEGATE CORPORATION, A DEVELOPER OF BUSINESS-TO-BUSINESS E-COMMERCE SOLUTIONS DENVER, June 24 /PRNewswire/ -- RMI.NET, Inc. (Nasdaq: RMII), formerly Rocky Mountain Internet (RMI), a national e-business and convergent communications company, announced today the acquisition of CommerceGate Corporation, a Seattle-based Internet e-commerce software development and consulting services firm. CommerceGate focuses on business-to-business Internet commerce applications. The company has partnered with a number of leading middle-market accounting software vendors on strategies to extend their systems to support Internet commerce. It also has designed a commerce platform for delivering Internet selling and purchasing systems that easily integrates with existing accounting systems. The purchase of CommerceGate extends RMI's capabilities in providing e-business solutions to small and medium-sized companies. RMI also intends to integrate CommerceGate's business-to-business software into its proprietary portal site and search engine, InfoHiway.com, to provide portal-based commerce services. "With the acquisition of CommerceGate, our breadth and depth of e-business products and expertise becomes even stronger," said Ronald Stevenson, president for RMI.NET Web Solutions. "As the business-to-business commerce marketplace grows to at least eight times that of business-to-consumer activity, RMI.NET will be uniquely positioned to enable our customers to conduct those transactions." According to eMarketer, business-to-business commerce is expected to hit $268 billion by 2002. Roger Penner, founder and chief executive officer of CommerceGate, will join RMI as its vice president of commerce solutions, with responsibility for RMI's commerce product, marketing and distribution strategy. "Given RMI.NET's growing nationwide sales coverage and its strong platform of e-commerce assets, including its Internet selling and portal software, there isn't a company better positioned to harvest the potential of Internet commerce," Penner said. "Together, we will be able to offer businesses the Internet selling, purchasing and marketing solutions that deliver tremendous value." As a recognized leader in Internet commerce, Penner was chief operating officer of Elekom Corporation, Egghead.com's application development subsidiary, which pioneered business-to-business Internet commerce software before its sale to Clarus Corporation (formerly SQL Financials) in mid-1998. RMI.NET, formerly Rocky Mountain Internet, is a Denver-based e-business and convergent communications company focused on providing a single-source network of Internet and telecommunication solutions for small to medium-size businesses, small office/home office (SOHOs) and consumer households. RMI possesses the full spectrum of tools needed to effect the realization of e-business and converging communications -- from commerce-enabled web design, hosting and marketing to dial-up and dedicated Internet access and local, long-distance and IP telephony. RMI also wholly owns a proprietary portal site and search engine, Infohiway, at www.infohiway.com. For more information call 1-800-864-4327, or visit our web site at www.rmi.net. This press release might contain forward-looking statements. These forward-looking statements are subject to risks and uncertainties. Actual results may differ materially from such forward-looking statements as a result of risks and uncertainties which are described in the cautionary statements section of the company's 10K dated December 31, 1998, and may include other risks described in all Securities and Exchange Commission filings submitted as of this date. /CONTACT: Mark Stutz of RMI.NET, Inc., 303-313-0672, mark.stutz@corp.rmi.net/
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