8-K 1 a2086974z8-k.txt 8-K 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 Date of Report: August 2, 2002 (Date of earliest event reported) VIANT CORPORATION (Exact name of registrant as specified in the charter) Delaware 0-26303 77-0427302 (State or other jurisdiction of (Commission File No.) (IRS Employer Identification No.) incorporation)

89 South Street Boston, MA 02493 (Address of Principal Executive Offices) (617) 531-3700 (Registrant's telephone number including area code) Not Applicable (Former name or former address, if changed since last report) ITEM 5. OTHER ITEMS On August 2, 2002, divine, inc. ("divine"), DVC Acquisition Company ("Merger Sub"), and Viant Corporation ("Viant", and collectively, with divine and Merger Sub the "Parties") entered into a second amendment (the "Second Amendment") to the Agreement and Plan of Merger and Reorganization, dated as of April 5, 2002 (the "Merger Agreement"), by and among the Parties. Pursuant to the terms of the Second Amendment, the Parties have extended the date subsequent to which failure to complete the merger may give rise to a termination right to Viant or divine (the "Termination Date"). The Termination Date is now September 30, 2002. Additionally, the Second Amendment amends that portion of the amendment to the Merger Agreement (the "First Amendment"), dated as of July 23, 2002, which enables Viant to deliver an acknowledgement (the "Acknowledgment") regarding Section 6.13(c) of the Merger Agreement and, in exchange for such Acknowledgment, increases the consideration payable to the Viant stockholders under the terms of the Merger Agreement by $1,100,000. Pursuant to the Second Amendment, the date by which the Acknowledgment had to be delivered to divine was extended from July 31, 2002 to August 7, 2002. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS. The exhibit to this report is listed in the Exhibit Index set forth elsewhere herein. SIGNATURE 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. Viant Corporation By: /s/ M. Dwayne Nesmith ------------------------------------ M. Dwayne Nesmith Chief Financial Officer Date: August 14, 2002 EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ~~------- -----------------------~~ 2.1* Second Amendment to Agreement and Plan of Merger and Reorganization, dated as of ~~July~~August 232, 2002, by and among divine, inc., DVC Acquisition Company and Viant Corporation~~, excluding exhibits and schedules thereto~~. ~~99.1 Joint Press Release of divine, inc. and Viant Corporation dated July 23, 2002 announcing the modification of the terms of the proposed acquisition of Viant by divine.~~

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