UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
February 21, 2003
------------------------------------------------
Date of Report (Date of Earliest Event Reported)
Commission File Number: 000-29727
---------------------------------
PARTSBASE, INC.
------------------------------------------------------
(Exact Name Of Registrant As Specified In Its Charter)
Delaware 76-0604158
------------------------------- ---------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
905 Clint Moore Road
Boca Raton, Florida 33487-8233
----------------------------------------
(Address of Principal Executive Offices)
(561) 953-0700
---------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On February 21, 2003, the merger transaction between PartsBase, Inc. (the
"Company") and Hammond Acquisition Corp., a corporation owned and controlled by
Robert A. Hammond Jr. the Company's President and Chief Executive Officer
closed. In accordance with the terms of the merger each outstanding share of the
Company's Common Stock, other than shares owned by Robert A. Hammond, Jr. and
his affiliates have been converted into the right to receive a $1.50 in cash.
The Company has filed with NASDAQ a request to delist its securities from the
NASDAQ National Market system and intends to file with the U.S. Securities and
Exchange Commission a Form 15 which will terminate the Company's reporting
obligations under the Securities Exchange Act of 1934.
A copy of the Company's press release relating to the consummation of the merger
transaction is included herein as Exhibit 99.1 and is incorporated herein by
reference and the foregoing descriptions of such document is qualified in its
entirety by reference to such exhibit. The press release should be read in
conjunction with the Note Regarding Forward Looking Statements, which is
included in the text of such press release.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit Description
------- ----------------------------------------------------------------------
99.1 Press Release Issued by the Company on February 21, 2003 regarding the
closing of the Merger Transaction between the Hammond Acquisition
Group and the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PARTSBASE, INC.
/s/ Robert A. Hammond, Jr.
---------------------------------
Robert A. Hammond, Jr., President
Date: February 21, 2003
EXHIBIT INDEX
Exhibit Description
------ ----------------------------------------------------------------------
99.1 Press Release Issued by the Company on February 21, 2003 regarding the
closing of the Merger Transaction between the Hammond Acquisition
Group and the Company.
Press Release Issued by the Company on February 21, 2003 regarding the closing
of the Merger Transaction between the Hammond Acquisition Group and the Company
Exhibit 99.1
PartsBase Merger Transaction Closed
BOCA RATON, Fla., February 21, 2003/Bizwire/ -- PartsBase, Inc. (Nasdaq: PRTS)
("PartsBase") today announced that the merger of Hammond Acquisition Corp. with
and into PartsBase, with PartsBase the surviving corporation, became effective
today. Hammond Acquisition Corp. is a newly formed company and is wholly-owned
by Hammond I, Inc., a Florida corporation wholly-owned by Robert A. Hammond, Jr.
Mr. Hammond serves as the President, Chief Executive Officer and Chairman of the
Board of Directors of Hammond Acquisition Corp. and PartsBase. In accordance
with the terms of the merger, each outstanding share of PartsBase Common Stock,
other than shares owned by Robert A. Hammond, Jr. and his affiliates have been
converted into the right to receive a $1.50 in cash. The common stock of
PartsBase will cease to be publicly traded and will be delisted from Nasdaq
effective close of the market today. PartsBase intends to file a Form 15 with
the Securities and Exchange Commission to terminate its public company filing
obligations under the federal securities laws.
About PartsBase, Inc.
PartsBase, Inc. core business is as an online provider of Internet
business-to-business e-commerce services for the aviation industry.
RNpartners, Inc., a wholly owned subsidiary, is a provider of critical care
registered nurses for temporary assignment to hospitals in Miami/Dade,
Hillsborough, Orange, Palm Beach and Broward counties of the State of Florida.
PartsBase files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements,
and other information filed by PartsBase at the SEC public reference room at 450
Fifth Street, N.W. Washington, D.C. 20549. PartsBase's filings with the SEC are
also available to the public from commercial document-retrieval services and at
the website maintained by the SEC at http://www.sec.gov.
Contact: For more information on PartsBase:
Mark Weicher, Chief Financial Officer (mweicher@partsbase.com)
Phone: 561.953.0702 Fax: 561.953.0786
SOURCE PartsBase, Inc.