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Pastimes : Discuss Go2Net's acquisition of our beloved SI -- Ignore unavailable to you. Want to Upgrade?

To: Cheeky Kid who wrote (305)	4/30/1998 3:56:00 PM
From: mod	Respond to of 446

From the Form 10-Q filed today: << Subsequent Event On April 22, 1998, the Company entered into an Agreement and Plan of Merger by and among the Company, Silicon Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company ("SAC"), Silicon Investor, Inc., a Delaware corporation ("SI"), and Brad Dryer and Jeff Dryer (the "Merger Agreement"), pursuant to which SAC will be merged with and into SI (the "Merger"). In the Merger, all outstanding shares of common stock of Silicon Investor and options to purchase common stock will be converted into an aggregate of 1,250,000 shares and options to purchase shares of the Company's common stock. SI operates a site on the World Wide Web through [URL:http://www.techstocks.com/] and is based in Overland Park, Kansas. It is intended that the Merger be accounted for as a pooling of interests and qualify as a tax-free reorganization. The Merger is subject to a number of conditions, including accuracy of representations and warranties, absence of adverse changes and obtaining necessary corporate approvals, including approval of the Company's stockholders, and other customary conditions. This transaction is expected to close in the quarter ended June 30, 1998. In the event of the termination of the Merger Agreement, under circumstances, the Company or SI, as the case may be, will be required to pay the other party a termination fee of $500,000. In connection with the execution of the Merger Agreement, certain directors, executive officers, and other affiliates of the Company, owning approximately 44% of the Company's outstanding common stock, agreed to vote in favor of the Merger. Under the terms of the Merger Agreement, the Company has agreed to file, within approximately 75 days of the anticipated closing date of the Merger, a Registration Statement on Form S-3 with respect to the resale of the shares of the Company's common stock issued to SI's stockholders in the Merger. >> The full text of the "AGREEMENT AND PLAN OF MERGER" was filed with the 10-Q, and can be viewed at: freeedgar.com Dennis