Document/Exhibit Description Pages Size
1: 8-K Current Report 5 19K
2: EX-2.01 Agreement and Plan of Reorganization Dated 1/19/99 70 358K
3: EX-2.02 Stock Option Agreement Dated as of 1/19/99 14 55K
4: EX-23.01 Consent of Ernst & Young LLP 1 6K
5: EX-99.01 Press Release of the Company Dated 1/19/99 5 21K
6: EX-99.02 Financial Statements for Excite, Inc. 24 178K
7: EX-99.03 Unaudited Pro Forma Condensed Combined Financials 4 23K
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) January 19, 1999
AT HOME CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 000-22697 77-0408542
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
425 Broadway
Redwood City, California 94063
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 569-5000
ITEM 5. OTHER EVENTS
On January 19, 1999, Excite, Inc. ("Excite"), At Home Corporation
(the "Company") and Countdown Acquisition Corp. ("Merger Sub") entered into an
Agreement and Plan of Reorganization (the "Merger Agreement"). Subject to the
terms and conditions of the Merger Agreement, Merger Sub will merge with and
into Excite, with Excite to survive the Merger and to become a wholly owned
subsidiary of the Company. Each outstanding share of Excite's common stock will
be exchanged for approximately 1.0419 shares (the "exchange ratio") of our
Series A common stock, and options and warrants to purchase Excite capital stock
will be exchanged for options or warrants, as applicable, to purchase shares of
the Company's Series A common stock according to the exchange ratio. Also, any
outstanding convertible debt of Excite will be convertible into shares of the
Company's Series A common stock according to the exchange ratio. The transaction
will be structured to qualify as a tax-free reorganization and will be accounted
for as a purchase. Following the transaction, George Bell will continue as Chief
Executive Officer of the Excite subsidiary, and will report to Tom Jermoluk,
Chairman and Chief Executive Officer of the Company. In addition, Mr. Bell will
be appointed as a member of the Company's Board of Directors.
In connection with the execution of the Merger Agreement, Excite
and the Company entered into a Stock Option Agreement (the "Stock Option
Agreement"), pursuant to which Excite granted to the Company an option to
purchase up to 19.9% of the outstanding shares of Excite common stock, which
option is exercisable upon the occurrence of certain events specified in the
Stock Option Agreement.
A copy of the Merger Agreement and a copy of the Stock Option
Agreement are included in this report as Exhibit 2.01 and 2.02, respectively.
The foregoing description is qualified in its entirety by reference to the full
text of such exhibits. A joint press release announcing these transactions is
attached to this report as Exhibit 99.01. The merger is subject to several
conditions, including approval by both companies' stockholders and the
expiration of applicable waiting periods under certain antitrust laws.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements
--------------------
The following documents appear as Exhibit 99.02 to this Current
Report on Form 8-K and are incorporated herein by reference:
Excite, Inc.'s consolidated balance sheets as of December 31,
1998 and 1997, and the related consolidated statements of
operations, stockholders' equity (net capital deficiency) and
cash flows for each of the three years in the period ended
December 31, 1998.
(b) Unaudited pro forma condensed combined financial information
------------------------------------------------------------
The following documents appear as Exhibit 99.03 to this Current
Report on Form 8-K and are incorporated herein by reference:
(i) Unaudited Pro Forma Condensed Combined Balance Sheet as
of December 31, 1998
(ii) Unaudited Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 1998.
(c) Exhibits
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2.01 Agreement and Plan of Reorganization, dated as of
January 19, 1999, among the Company, Countdown
Acquisition Corp. and Excite
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2.02 Stock Option Agreement, dated as of January 19,
1999, between Excite and the Company
23.01 Consent of Ernst & Young LLP, Independent Auditors
99.01 Joint Press Release dated January 19, 1999
99.02 Financial Statements for Excite, Inc.
99.03 Unaudited Pro Forma Condensed Combined Financial
Information
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.
Dated: February 19, 1999
AT HOME CORPORATION
By: /s/ Kenneth A. Goldman
-------------------------------------
Kenneth A. Goldman
Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
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Exhibit
2.01 Agreement and Plan of Reorganization dated as of January 19, 1999
among the Company, Countdown Acquisition Corp. and Excite
2.02 Stock Option Agreement, dated as of January 19, 1999, between Excite
and the Company
23.01 Consent of Ernst & Young LLP, Independent Auditors
99.01 Press release of the Company released January 19, 1999
99.02 Consolidated Financial Statements of Excite, Inc.
99.03 Unaudited Pro Forma Condensed Combined Financial Information
Dates Referenced Herein and Documents Incorporated by Reference
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