Attached files
file | filename |
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EX-23.1 - EXHIBIT 23.1 - GSI COMMERCE INC | c17867exv23w1.htm |
EX-99.2 - EXHIBIT 99.2 - GSI COMMERCE INC | c17867exv99w2.htm |
EX-99.3 - EXHIBIT 99.3 - GSI COMMERCE INC | c17867exv99w3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
(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 (Date of earliest event reported): March 15, 2011
GSI COMMERCE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-16611 | 04-2958132 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
935 First Avenue, King of Prussia, Pennsylvania |
19406 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 610-491-7000
Not Applicable
(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)) |
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K (the Amendment) amends and restates in its
entirety Item 9.01 of the Current Report on Form 8-K filed by GSI Commerce, Inc. (GSI) with the
Securities and Exchange Commission on March 15, 2011, which disclosed the completion, on March 15,
2011, of GSIs acquisition of Fanatics, Inc., a Delaware corporation (Fanatics), in order to file
the financial statements and pro forma financial statements required by Item 9.01 of Form 8-K with
respect to such acquisition. This Amendment does not reflect any events that have occurred after
the Form 8-K was originally filed on March 15, 2011.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited Consolidated Financial Statements of Fanatics as of and for the years ended
February 28, 2011 and 2010, and Independent Auditors Report, are attached hereto as Exhibit 99.2
and incorporated by reference herein.
(b) Pro Forma Financial Information
GSIs unaudited pro forma combined statements of operations for the fiscal year ended January
1, 2011 and the three-month period ended April 2, 2011 are attached hereto as Exhibit 99.3 and
incorporated by reference herein.
(d) Exhibits
2.1 | | Agreement and Plan of Merger, dated as of February 9, 2011, by and among GSI Commerce, Inc.,
Gator Acquisition Corp., Gator Acquisition LLC, Fanatics, Inc., the stockholders of Fanatics,
Inc. named therein, those persons listed on Annex II thereto and Insight Venture Partners,
LLC, as Stockholders Representative (incorporated by reference to Exhibit 2.1 to the
registrants Current Report on Form 8-K/A filed on February 15, 2011). 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. |
||
10.1 | Stock Transfer Restriction and Registration Agreement, dated as of March 15, 2011, by and
among GSI Commerce, Inc., Insight Venture Partners V, L.P., Insight Venture Partners (Cayman)
V, L.P., Insight Venture Partners V (Employee Co-Investors), L.P., Insight Venture Partners
VI, L.P., Insight Venture Partners (Cayman) VI, L.P., Insight Venture Partners VI
(Co-Investors), L.P., Alan S. Trager, Trustee of Alan S. Trager Revocable Trust u/a/d 1/2/08,
Mitchell Trager, Trustee of Mitchell Trager Revocable Trust u/a/d 1/7/08, Brent L. Trager,
Trustee of Brent L. Trager Revocable Trust u/a/d 7/1/08, Jason Trager and David Trager,
Co-Trustees of David Remainder Trust u/a/d 5/1/07, Jason Trager and David Trager, Co-Trustees
of Jason Remainder Trust u/a/d 5/1/07, Jason Trager and David Trager, Co-Trustees of Brandon
Remainder Trust u/a/d 5/1/07, Brent L. Trager and Sheri Weiss, Co-Trustees of Sheri Remainder
Trust u/a/d 5/1/07, Brent L. Trager and Erica Leibo, Co-Trustees of Erica Remainder Trust
u/a/d 5/1/07 and Mitchell Trager, Trustee of Brent L. Trager Remainder Trust u/a/d 5/1/07
(incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K
filed on March 15, 2011). |
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23.1 | Consent of Ernst & Young LLP. |
|||
99.1 | Press Release, dated March 15, 2011 (incorporated by reference to Exhibit 99.1 to the
registrants Current Report on Form 8-K filed on March 15, 2011). |
|||
99.2 | The audited Consolidated Financial Statements of Fanatics, Inc. as of and for the years ended
February 28, 2011 and 2010, and Report of Independent Certified Public Accountants. |
|||
99.3 | The unaudited Pro Forma Combined Financial Information of GSI Commerce, Inc. |
| Certain information in this exhibit has been omitted pursuant to an Order Granting Confidential Treatment issued by the Securities and Exchange Commission. |
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. |
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May 26, 2011 | By: | /s/ Michael R. Conn | ||
Name: | Michael R. Conn | |||
Title: | Executive Vice President, Finance and Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |||
2.1 | | Agreement and Plan of Merger, dated as of February 9, 2011, by and among GSI Commerce, Inc.,
Gator Acquisition Corp., Gator Acquisition LLC, Fanatics, Inc., the stockholders of Fanatics,
Inc. named therein, those persons listed on Annex II thereto and Insight Venture Partners,
LLC, as Stockholders Representative (incorporated by reference to Exhibit 2.1 to the
registrants Current Report on Form 8-K/A filed on February 15, 2011). 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. |
||
10.1 | Stock Transfer Restriction and Registration Agreement, dated as of March 15, 2011, by and
among GSI Commerce, Inc., Insight Venture Partners V, L.P., Insight Venture Partners (Cayman)
V, L.P., Insight Venture Partners V (Employee Co-Investors), L.P., Insight Venture Partners
VI, L.P., Insight Venture Partners (Cayman) VI, L.P., Insight Venture Partners VI
(Co-Investors), L.P., Alan S. Trager, Trustee of Alan S. Trager Revocable Trust u/a/d 1/2/08,
Mitchell Trager, Trustee of Mitchell Trager Revocable Trust u/a/d 1/7/08, Brent L. Trager,
Trustee of Brent L. Trager Revocable Trust u/a/d 7/1/08, Jason Trager and David Trager,
Co-Trustees of David Remainder Trust u/a/d 5/1/07, Jason Trager and David Trager, Co-Trustees
of Jason Remainder Trust u/a/d 5/1/07, Jason Trager and David Trager, Co-Trustees of Brandon
Remainder Trust u/a/d 5/1/07, Brent L. Trager and Sheri Weiss, Co-Trustees of Sheri Remainder
Trust u/a/d 5/1/07, Brent L. Trager and Erica Leibo, Co-Trustees of Erica Remainder Trust
u/a/d 5/1/07 and Mitchell Trager, Trustee of Brent L. Trager Remainder Trust u/a/d 5/1/07
(incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K
filed on March 15, 2011). |
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23.1 | Consent of Ernst & Young LLP. |
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99.1 | Press Release, dated March 15, 2011 (incorporated by reference to Exhibit 99.1 to the
registrants Current Report on Form 8-K filed on March 15, 2011). |
|||
99.2 | The audited Consolidated Financial Statements of Fanatics, Inc. as of and for the years ended
February 28, 2011 and 2010, and Report of Independent Certified Public Accountants. |
|||
99.3 | The unaudited Pro Forma Combined Financial Information of GSI Commerce, Inc. |