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What does the company do?
ICC Technologies (formerly Engelhard/ICC) has moved from a cool
business into a hot one. After buying privately held Web site
developer Rare Medium in 1998, the company sold 60% of its
Fresh Air Solutions air conditioning subsidiary to its management
in order to concentrate solely on its Internet business (per 10/14/98
- Rare Medium completed its plan to transform itself into a pure
Internet company by closing a transaction in which it sold a majority
interest in its remaining air conditioning business, Fresh Air
Solutions (FAS), to an FAS management group).**
The firm currently does business as Rare Medium, which is responsible
for some of the Internet's highly acclaimed Web sites, intranets,
extranets, and CD-ROMs. (The company plans to officially change its
name.) Rare Medium Customers are typically "FORTUNE" 1000 companies.
================================
Initial Acquisitions:
Rare Medium, I/O 360, and DigitalFacades, (the "Rare Medium Group" or
the "Internet Businesses") are wholly-owned subsidiaries of ICC.
Rare Medium was acquired on April 15, 1998, and is an Internet
professional services firm that provide intranet, extranet and
Internet Website solutions and professional services to businesses.
Rare Medium offers a comprehensive range of services to deliver
Internet solutions designed to improve clients' business processes,
and as such include strategy consulting; needs analysis; creative,
design and technology development; content development,
implementation and integration; audience development; application
development; maintenance and hosting.
Rare Medium markets its services to large and medium-sized companies.
Both I/O 360 and DigitalFacades were acquired on August 13, 1998.
DigitalFacades is a Los Angeles-based Internet professional services
firm whose clients include Bugle Boy, Epson America, Inc. and Beckman
Coulter. I/O 360 Digital Design, Inc. is a New York-based interactive
design studio specializing in visual and engineering solutions for
all technology-mediated business environments. I/O 360
has recently designed the web site identity for the New York Times'
New York Today site, Yahoo Internet Life, Microsoft Press, and other
complex projects for such clients as Microsoft, Mitsubishi, Citicorp,
Sony, Fujitsu, Barnes & Noble and Prodigy.
The Company is integrating the operations of Rare Medium, I/O 360,and
DigitalFacades under the Rare Medium brand name while achieving
economies of marketing, purchasing, and operations, and while
simultaneously leveraging relationships with various clients that
existed prior to the mergers. To that end, the operations of Rare
Medium and I/O 360 have largely been physically integrated due to
I/O 360's move to a location in New York City adjacent to Rare
Medium, and the Los Angeles operations of Rare Medium and
DigitalFacades have been consolidated into one location.
======================
More Detail Regarding Restructuring
During 1998, through a series of transactions, the Company has
restructured its operations to focus on the business of providing
Internet professional services to large and medium size businesses.
This was accomplished by restructuring its Engelhard/ICC joint
venture; purchasing the Internet-related businesses of Rare Medium,
Inc. ("Rare Medium"), I/O 360, Inc. ("I/O 360") and DigitalFacades
Corporation ("DigitalFacades"); and disposing of Fresh Air Solutions
(defined below) in October, 1998 (see Note 8). Historically ICC
Technologies, Inc. ("ICC" or the "Company") had been engaged in the
design, development, manufacture and marketing of climate control
systems.
On April 15, 1998, the Company acquired by merger all of the stock of
Rare Medium, Inc. ("Rare Medium"), a privately held New York
corporation. Rare Medium is an Internet professional services company
engaged in the design, delivery and implementation of Internet web
site applications and strategies, with its principal offices located
in New York City. Total consideration for the purchase was
approximately $46.2 million, consisting of a combination of $10
million in cash, 4,269,300 shares of common stock of the Company, and
the balance in a secured promissory note. The note has a principal
amount of $22.2 million bearing interest at the prime rate
(currently 8.5%), due in two equal installments in 2000 and 2001. For
further information regarding this transaction, see the Current
Reports on Forms 8-K and 8-K/A filed by the Company on April 15, 1998
and June 25, 1998, respectively.
On August 14, 1998 the Company acquired by merger all of the stock of
I/O 360, Inc., a privately held New York corporation, and
DigitalFacades Corporation, a privately held California corporation.
I/O 360 and DigitalFacades are Internet professional services
companies engaged in the design, delivery and implementation of
Internet web site applications and strategies. In consideration for
the purchase of I/O 360, the Company issued 786,559 shares of common
stock of the Company valued at $3.0 million (based on the average
closing price per share of ICC Common Stock for the 15 trading days
during the period from August 3, 1998 through August 21, 1998,
inclusive as reported in the Wall Street Journal). In consideration
for the purchase of DigitalFacades, the Company issued 719,144 shares
of common stock of the Company valued at $3.0 million (based on the
average closing price per share of ICC Common Stock for the 20
trading days prior to the August 13, 1998, as reported in the Wall
Street Journal). For further information regarding these
transactions, see the Current Report on Form 8-K filed by the
Company on August 28, 1998.
The Company has accounted for the above transactions under the
purchase method of accounting. The respective recognized purchase
prices was allocated to net tangible assets, which consisted
primarily of cash, accounts receivable, property and equipment,
accounts payable, and notes payable. Goodwill resulting from the
transactions, which was $45.7 million for Rare Medium, $3.2 million
for I/O 360, and $3.2 million for DigitalFacades, is being amortized
over a three year period.
The Company is integrating the operations of Rare Medium, I/O 360,
and DigitalFacades under the Rare Medium brand name while achieving
economies of marketing, purchasing, and operations, and while
simultaneously leveraging relationships with various clients that
existed prior to the mergers. To that end, the operations of Rare
Medium and I/O 360 have largely been physically integrated due to I/O
360's move to a location in New York City adjacent to Rare Medium,
and the Los Angeles operations of Rare Medium and DigitalFacades have
been consolidated into one location.
=========================
More Financial Info on Restructuirng
The Company issued 4,269,300 shares of common stock as partial
consideration for the acquisition of Rare Medium, Inc. in April,
1998. In accordance with the Rare Medium Merger Agreement, the fair
value of the common stock was determined based on a value of $3.29
per share, which represented the average of the closing prices of the
Company's common stock for the period April 13, 1998 to April 17,
1998. The Company issued 786,559 shares of common stock as
consideration for the purchase of I/O 360 in August, 1998. In
accordance with the I/O 360 Merger Agreement, the fair value of the
common stock was determined based on a value of $3.81 per share,
which represented the average of the closing prices of the
Company's common stock for the 15 trading days during the period from August 3, 1998 through August 21, 1998, inclusive. The Company issued
719,144 shares ofcommon stock as consideration for the purchase of
DigitalFacades in August, 1998. In accordance with the DigitalFacades
Merger Agreement, the fair value of the common stock was determined
based on a value of $4.17 per share, which represented the average of
the closing prices of the Company's common stock for the 20 trading
days prior to the August 13, 1998.
=======================
12/98 Acquisition Agreements
Rare Medium in New York signed letters of intent to acquire Big Hand
Inc. and FS3 Interactive, both based in Dallas. In addition, Big
Hand's subsidiary, CircumStance Design, will be acquired, giving Rare
Medium an entry point into the San Francisco area
.
Among the clients of Big Hand, CircumStance Design and FS3
Interactive are: Fox, Warner Brothers, Virgin, Neiman Marcus, Diet
Coke, Dr. Pepper and The Federal Reserve Bank.
==========================
Company Web Page:
raremedium.com
Rare Medium Group Web Pages:
bighand.com
io360.com
dfacades.com
================================
Company CEO
Glenn S. Meyers, 37, has grown Rare Medium, Inc. from 5 to 200
professionals and established a strong national presence for the
company through speaking engagements at major industry conferences
such as Red Herring's Venture Markets, Internet World and Fulcrum. He
has also appeared on national business television such as CNNfn and
CNBC. Mr. Meyers is regularly quoted and featured in many print and
online publications such as The New York Times, Fortune, Crain's New
York Business, Wired, and Silicon Alley Reporter. A recipient of
major industry awards, including; "Digital Media Masters" by
Advertising Age Magazine, Mr. Meyers is also a regular speaker on
the "INTERNET" educational circuit, including engagements at Harvard
Business School and the MIT Business Forum.
Prior to joining Rare Medium, he was President of Brookridge Capital
Management, an Internet venture capital firm. After graduating
college, Mr. Meyers founded his first company, American Cable
Products (ACP) in the data communication system integration business.
After leading the company to national prominence, which resulted in
the subsequent sale of ACP to a $2.0 billion NYSE competitor, Mr.
Meyers went on to serve as a principal, of several other
entrepreneurial emerging growth companies. Mr. Meyers holds a BS
from the University of Florida School of Business Administration where he was a letterman and scholarship athlete. He is married with
three children and lives in Greenwich, CT.
======================
Board of Directors
Jeffrey M. Killeen
Steven Winograd
Richard T. Liebhaber
*Mr. Killeen is the COO of barnesandnoble.com, a leading E-commerce
company (http://www.barnesandnoble.com). He is also responsible for
the catalog and direct mail business of Barnes & Noble, Inc. Before
joining barnesandnoble.com, Mr. Killeen served as president and CEO
of Pacific Bell Interactive Media. Prior to that, Mr. Killeen spent
17 years at Dun & Bradstreet. He has also served on the Board of
Advisors of Hot Wired.
*Mr. Winograd is a Senior Managing Director and Group Head of the
Financial Buyers Group of Bear Stearns. Steven Winograd has 17 years
of experience in a diverse range of investment and merchant banking
disciplines. Prior to joining Bear Stearns in 1994, Mr. Winograd held
a number of positions that included general partner of the Blackstone
Group, where he managed the firm's $800 million merchant banking
fund. Mr. Winograd also served as Managing Director in the Mergers
and Acquisitions Department of Drexel Burnham Lambert. Mr. Winograd
has successfully closed over 130 investment banking financing and M&A
transactions with an aggregate value in excess of $25 billion
*Mr. Liebhaber has held management and executive positions at
companies such as IBM and MCI Communications, where he was on the
Board of Directors and the Management Committee with founder Bill
McGowan, Vice Chairman Orville Wright, and President Bert Roberts.
Liebhaber was given the responsibility of architecting, engineering,
constructing, and maintaining MCI's network and its operational
management information infrastructures. In addition, he was
responsible for business development, strategy management, and
managed the acquisition and integration of Telecom USA. Mr. Liebhaber
also serves on the board of Qwest Communications (Nasdaq: QWST), the
leading multimedia communication company building an Internet
Protocol (IP) fiber network for the 21st century.
Mr. Liebhaber has over 40 years of experience including 30 years at
IBM where he was the Director of Business Policy and Development. In
that position he was responsible for IBM's new business development
activities, the establishment of internal Independent Business Units
and IBM's contractual relationships with customers.
In February 1984, Mr. Liebhaber represented IBM in the establishment
of a joint venture company with CBS and Sears to develop consumer
home information services, a venture that subsequently became
Prodigy. Liebhaber served on the board of Directors of Prodigy from
its inception on December 31, 1993.
In November 1984, Liebhaber accepted an assignment as Senior Vice
President at SBS (Satellite Business Systems) a joint venture company
between IBM, Atena and COMSAT.
Liebhaber has also been a consulting Managing Director at Veronis,
Suhler & Associates, the New York media merchant banking firm. He
serves on the Board of Directors for Qwest Communications
International, Inc., a multimedia communications company building a
high capacity, Internet Protocol (IP)-based fiber optic network for
the 21st century and Alcatel Network Systems, a world leader in
telecommunications systems and equipment. Mr. Liebhaber also serves
on the Board of Directors of the Visiting Nurse Service of New York,
and the Washington Performing Arts Society.
Additionally, Mr. Liebhaber is a member of the Executive Committee of
Abilene Internet 2 project at the University of Corporation for
Advanced Internet Development (UCAID), a consortium of 130 US
Universities
========================
Company Contact:
Address: 44 West 18th Street
New York, NY 10011
Phone: 212.634.6950
Fax: 212.634.6951
Key Contacts: Courtney Shore, Director of Client Services
-For questions regarding investor relations, please contact John Gross in our New York Office
at 212.634.6950 x358.
ir@raremedium.com
--For questions regarding business development, please contact David
Grossman in our New York office at 212.634.6950 x226.
david@raremedium.com
-For assistance on Rare Medium press or publicity, please contact
Anthony Piniella at Neale-May & Partners 212.317.0900 x15.
piniella@nealemay.com
====================
SEC Filings:
The CIK (Central Index Key): 0000756502 ICC TECHNOLOGIES INC
sec.gov (All filings)
10-Q (11/16/98)
sec.gov
=================================================================================================================================================
**Under the terms of the agreement, the management group paid Rare
Medium $1.5 million, including cash of $1.125 million and a note for
$375,000, and relieved Rare Medium of all the liabilities of FAS of
approximately $7.0 million. Additionally, Rare Medium retained a 40%
passive interest in FAS, which will permit its shareholders to
participate in any growth which that business may achieve in the
future. Rare Medium will have no future operational or funding
responsibilities for FAS, which reported losses in excess of $3.5
million during the first six months of 1998.
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