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EX-2.1 - EX-2.1 - GSI COMMERCE INC | w76308exv2w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report: November 17, 2009
(Date of earliest event reported)
(Date of earliest event reported)
GSI COMMERCE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-16611 | 04-2958132 | ||
(State or other | (Commission File No.) | (IRS Employer | ||
jurisdiction of incorporation) | Identification No.) |
935 First Avenue, King of Prussia, PA 19406
(Address of principal executive offices and zip code)
(Address of principal executive offices and zip code)
(610) 491-7000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-2.1 |
Table of Contents
Explanatory Note
This amendment (this Amendment) to the Current Report on Form 8-K amends the Current Report on
Form 8-K filed by GSI Commerce, Inc. (GSI) on November 2, 2009, which disclosed that GSI had
entered into a merger agreement pursuant to which GSI would acquire Retail Convergence, Inc.
(RCI). This Amendment is filed solely to include the merger agreement in Item 9.01 below.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
2.1 Agreement and Plan of Merger, dated as of October 27, 2009, by and among GSI Commerce, Inc,
Cola Acquisition Corporation, Retail Convergence, Inc., certain principal stockholders of Retail
Convergence, Inc. and William J. Fitzgerald (as Stockholders Representative). The schedules and
exhibits to the merger agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. GSI
agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or
exhibit.
Confidential treatment has been requested for certain portions of this exhibit.
Omitted portions have been filed separately with the Securities and Exchange Commission.
Table of Contents
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.
GSI COMMERCE, INC. |
||||
By: | /s/ Michael R. Conn | |||
Michael R. Conn | ||||
Executive Vice President, Finance and Chief Financial Officer | ||||
Dated:
November 17, 2009
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated as of October 27, 2009, by and among GSI Commerce, Inc, Cola Acquisition Corporation, Retail Convergence, Inc., certain principal stockholders of Retail Convergence, Inc. and William J. Fitzgerald (as Stockholders Representative). The schedules and exhibits to the merger agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. GSI agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit. |
| Confidential treatment has been requested for certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. |