Innotrac shareholders to decide merger with GSI Commerce Feb. 6

By Lisa Kerner

Charlotte, N.C., Dec. 31 - Innotrac Corp. will ask its shareholders to approve the company's proposed merger with GSI Commerce, Inc. at a special meeting at 10 a.m. ET on Feb. 6.

Record date for the meeting is Dec. 29, according to a 424B3 filing with the Securities and Exchange Commission.

Innotrac chairman, president and chief executive officer Scott D. Dorfman and his wife, who beneficially own about 43% of the outstanding shares of Innotrac common stock, have agreed to vote in favor of the transaction.

IPOF Fund, with a 34% stake in Innotrac, agreed to vote about 19% of the company's outstanding shares in favor of the merger.

The votes cast by Mr. and Mrs. Dorfman and IPOF are expected to be sufficient to close the deal, Innotrac said.

In October, GSI agreed to acquire Innotrac in a cash-and-stock transaction valued at $52 million, or $61.9 million including Innotrac net debt.

Innotrac shareholders will receive roughly $1.70 in cash and 0.1426 shares of GSI common stock, subject to adjustment, or about $4.03 per Innotrac share, it was previously reported.

GSI's services enable e-commerce, multichannel retailing and interactive marketing for large, business-to-consumer enterprises. The company is based in King of Prussia, Pa.

Innotrac, based in Duluth, Ga., provides e-commerce fulfillment and customer care services.

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