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
Date of report (Date of earliest event reported): DECEMBER 3, 2002
IMPROVENET, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or other Jurisdiction of Incorporation)
000-29927 77-0452868
(Commission File No.) (IRS Employer identification No.)
1286 ODDSTAD DRIVE
REDWOOD CITY, CA 94063
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (650) 839-8752
ITEM 5. OTHER EVENTS
On December 3, 2002 ImproveNet, Inc. announced that it will commence a
tender offer on Wednesday, December 4, 2002, in which it will offer to purchase
all of its outstanding common stock for cash in the amount of $0.14 per share.
The offer will expire at 5:00 P.M New York City time on January 2, 2002, and is
subject to terms and conditions explained in detail in an Offer to Purchase that
will be mailed to stockholders beginning December 4, 2002. The offer will be
made as part of a previously announced transaction that also includes the merger
of ImproveNet and eTechLogix, Inc., and remains subject to the closing of the
merger. The offer to purchase will be accompanied by a transmittal letter, which
stockholders may use to tender their shares to ImproveNet. A copy of the press
release is filed as Exhibit 99.1 to this Current Report.
ImproveNet advises its stockholders to read ImproveNet's Tender Offer
Statement, Offer to Purchase and Letter of Transmittal when these documents
become available because they will contain important information. These
documents will be available without charge on ImproveNet's website by clicking
"About Us" and going to the "For Investors" page, and will also be available
without charge on the SEC's website at www.sec.gov.
This Current Report incorporates by reference a statement concerning
forward-looking statements made under the Private Litigation Reform Act of 1995.
The safe harbors provided under the Act with respect to forward-looking
statements are not available to statements made in connection with a tender
offer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release dated December 3, 2002
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.
Dated: December 3, 2002 IMPROVENET, INC.
/s/ Brian Evans
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Brian Evans
Secretary and General Counsel
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release dated December 3, 2002