8-K 1 0001.txt REPORT ON FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K (AMENDMENT NO. ___) 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 30, 2000 IBS INTERACTIVE, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-24073 13-3817344 (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of Incorporation) 2 RIDGEDALE AVENUE, SUITE 350, CEDAR KNOLLS, NEW JERSEY 07927 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (973) 285-2600 ================================================================================ ITEM 5. OTHER EVENTS. On July 30, 2000, IBS Interactive, Inc. ("IBS") entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement") with Infonautics, Inc., ("Infonautics"), First Avenue Ventures, Inc. ("First Avenue"), I. I. Holding Company, Inc., I. I. Merger Sub I, Inc., I. I. Merger Sub II, Inc. and I. I. Mergersub III, Inc. The Reorganization Agreement provides for a business combination to be accomplished by the formation of a holding company and the merger of subsidiaries of the holdong company with and into IBS, Infonautics and First Avenue so that, after completion of the business combination, IBS, Infonautics and First Avenue will be wholly-owned subsidiaries of the new holding company, initially named I. I. Holding Company, Inc. and which will be renamed Digital Fusion, Inc. In the business combination, stockholders of IBS and shareholders of Infonautics would receive one share of the common stock of Digital Fusion for each share of common stock of IBS or Infonautics that they own. Following completion of the business combination, stockholders of IBS would hold common stock of Digital Fusion representing approximately 34% of the outstanding common stock of Digital Fusion on a fully diluted basis; shareholders of Infonautics would hold common stock of Digital Fusion representing approximately 61% of the outstanding common stock of Digital Fusion on a fully diluted basis, and stockholders of First Avenue would hold common stock and preferred stock of Digital Fusion on a fully diluted basis. Consummation of the business combination is subject to a number of conditions, including approval of the stockholders of IBS and the shareholders of Infonautics. A copy of the Reorganization Agreement is attached to this Current Report as Exhibit 2.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits The following exhibits are included as part of this report: (2.1) Agreement and Plan of Reorganization, dated as of July 30, 2000, by and among I. I. Holding Company, Inc., IBS Interactive, Inc., I. I. Merger Sub I, Inc., Infonautics, Inc., I. I. Merger Sub II, Inc., First Avenue Ventures, Inc. and I. I. Merger Sub III, Inc. (99) Joint Press Release of IBS Interactive, Inc., Infonautics, Inc. and First Avenue Ventures, Inc., dated July 31, 2000. -2- 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. IBS INTERACTIVE, INC. (Registrant) Date: August 3, 2000 By: /s/ Howard Johnson ----------------------------- ---------------------------------------------- Name: Howard Johnson Title: Chief Financial Officer -3- EXHIBIT INDEX The following exhibits are included as part of this Report: 2.1 Agreement and Plan of Reorganization, dated as of July 30, 2000, by and among I. I. Holding Company, Inc., IBS Interactive, Inc., I. I. Merger Sub I, Inc., Infonautics, Inc., I. I. Merger Sub II, Inc., First Avenue Ventures, Inc. and I. I. Merger Sub III, Inc. 99 Joint Press Release of IBS Interactive, Inc., Infonautics, Inc. and First Avenue Ventures, Inc., dated July 31, 2000.