Shopping Com – ‘8-K’ for 1/11/99

As of:  Friday, 1/15/99   ·   For:  1/11/99   ·   Accession #:  929624-99-63   ·   File #:  0-29518

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     13K 
 2: EX-99.1     Press Release Dated January 11, 1999                   2±     9K 
 3: EX-99.2     Agreement and Plan of Merger                          74    283K 

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 ACT OF 1934

Date of Report (Date of earliest event reported):            JANUARY 11, 1999   

SHOPPING.COM
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                [Download Table]
                                                               
         CALIFORNIA            000-29518        33-0733679     
(STATE OR OTHER JURISDICTION  (COMMISSION    (I.R.S. EMPLOYER  
      OF INCORPORATION)       FILE NUMBER)  IDENTIFICATION NO.)

                                                                [Download Table]
                                                    
 2101 EAST COAST HIGHWAY, GARDEN LEVEL              
       CORONA DEL MAR, CALIFORNIA           92625   
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)  (ZIP CODE)

Registrant's telephone number, including area code:         (949) 640-4393      

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ITEM 5.   OTHER EVENTS.                                                         

On January 11, 1999, Shopping.com, a California corporation (the "Company"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with      
Compaq Computer Corporation, a Delaware corporation ("Compaq"). Under the       
terms of the Merger Agreement, Compaq will commence a cash tender offer (the    
"Tender Offer") for all of the outstanding shares of common stock of the        
Company for $19.00 net per share in cash, representing in the aggregate         
approximately $220 million. As soon as practicable following the completion of  
the Tender Offer, the parties to the Merger Agreement will consummate a short-  
form merger in which a subsidiary of Compaq will be merged with and into the    
Company. The Board of Directors and management of the Company have unanimously  
approved the acquisition and will recommend shareholder acceptance. Completion  
of the transaction is subject to certain conditions, including clearance under  
the Hart-Scott-Rodino Antitrust Improvements Act. Following the successful      
completion of the offer, all of the remaining shares will be acquired pursuant  
to the merger. The news release is attached as Exhibit 99.1, and the Agreement  
and Plan of Merger is attached as Exhibit 99.2.                                 

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.                                    

(c)Exhibits.                                                                

                                                        [Enlarge/Download Table]

Exhibit  Name of Exhibit                                                                    
-------  ---------------                                                                    
                                                                                            
99.1     Press Release dated January 11, 1999.                                              
99.2     Agreement and Plan of Merger, dated as of January 11, 1999, between Compaq Computer
         Corporation and Shopping.com.                                                      

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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.                                           

      SHOPPING.COM

Date: January 11, 1999               By: /s/    Frank Denny                     
                                     -----------------------------------
                            Frank Denny,
                                   President and Chief Executive Officer

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EXHIBIT INDEX 

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EXHIBIT  NAME OF EXHIBIT                                                                    
-------  ---------------                                                                    
                                                                                            
99.1     Press Release dated January 11, 1999.                                              
99.2     Agreement and Plan of Merger, dated as of January 11, 1999, between Compaq Computer
         Corporation and Shopping.com.                                                      

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		1/19/99
Filed on:		1/15/99							SC 13D,  SC 14D1,  SC 14D9
For Period End:		1/11/99		1		4
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