Verticalnet Inc – ‘8-K’ for 3/23/00

On:  Thursday, 4/6/00   ·   For:  3/23/00   ·   Accession #:  1036050-0-566   ·   File #:  0-25269

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2     13K 
 2: EX-2.1      Agreement and Plan and Merger                         59    301K 
 3: EX-99.1     Press Release                                          2     14K 

8-K   —   Current Report
Document Table of Contents

8-K
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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): March 23, 2000

 Commission File Number: 000-25269

 VerticalNet, Inc.
 (Exact name of registrant as specified in its charter.)

Pennsylvania                                      23-2815834
--------------------------------------------------------------------------
(State or other jurisdiction of                       (I.R.S. Employer    
incorporation or organization)                       Identification No.)

700 Dresher Road
 Horsham, PA 19044
 -----------------------------------------------------
(Address of principal executive offices,
 including zip code)

Registrant's telephone number, including area code: (215) 328-6100

Not Applicable
------------------------------------------
(Former name or former
 address, if changed since last report.)

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS                                   

On March 23, 2000 (the "Closing Date"), VerticalNet, Inc. (the "Registrant") a  
Pennsylvania corporation, and Tradeum, Inc. ("Tradeum"), a Delaware corporation,
consummated a merger (the "Merger") whereby VERT Acquisition Corp., a Delaware  
corporation and a wholly-owned subsidiary of the Registrant was merged with and 
into Tradeum pursuant to an Agreement and Plan of Merger (the "Merger           
Agreement"), dated as of March 8, 2000, as amended. Tradeum has survived the    
Merger as a wholly-owned subsidiary of the Registrant.  The terms of the Merger 
Agreement were negotiated on an arms-length basis.  Tradeum, which is a         
development-stage company, is located in San Francisco, California, and is      
engaged principally in the development of information technology designed to    
enable the building and hosting of business to business exchanges, auctions, and
sourcing activities.                                                            

Pursuant to the Merger Agreement, Registrant agreed to issue 2,573,852 shares   
(after giving effect to the Registrant's 2-for-1 stock split effected on or     
about March 31, 2000) of common stock of Registrant ("Registrant Common Stock").
In addition, Registrant has reserved 1,426,148 shares (after giving effect to   
the Registrant's 2-for-1 stock split effected on or about March 31, 2000) of    
Registrant Common Stock in order to convert each option to purchase Tradeum     
common stock outstanding at the time of the Merger under Tradeum's stock option 
plans into an option to purchase the appropriate number of shares of Registrant 
Common Stock based upon the conversion ratio set forth in the Merger Agreement, 
and the associated exercise price was adjusted accordingly.                     

The Registrant issued a press release announcing the completion of the Merger,  
which release is filed herewith as Exhibit 99.1 and is incorporated herein by   
reference.                                                                      

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ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS     

(a) Financial Statements of Business Acquired:                    
             To be filed on Form 8-K/A as soon as practicable, but not later
than 75 days from the Closing Date.               

(b) Pro Forma Financial Information:                              
             To be filed on Form 8-K/A as soon as practicable, but not later
than 75 days from the Closing Date.               

Exhibits                                                          

              2.1  Agreement and Plan of Merger, dated as of March 8, 2000, by
            and among VerticalNet, Inc., VERT Acquisition Corp.,
Tradeum, Inc. and Zvi Schreiber         

99.1 Press Release                                

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.                                           

VERTICALNET, INC.   

Date:  April 6, 2000     By: /s/ Gene S. Godick                                 
----------------------        
Gene S. Godick                
                Senior Vice President, Chief Financial Officer

 EXHIBIT INDEX
 -------------

EXHIBIT NO.    DESCRIPTION OF DOCUMENT                                          
-----------    -----------------------                                          

2.1            Agreement and Plan of Merger, dated as of March 8, 2000, by and  
                 among VerticalNet, Inc., VERT Acquisition Corp., Tradeum,
Inc. and Zvi Schreiber                  

99.1           Press Release                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/6/00		2					S-3/A,  S-8
		3/31/00		1					10-Q,  8-K
For Period End:		3/23/00		1					8-K/A
		3/8/00		1		2
									List all Filings