-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C1hdHd6XzagQF3rnZ2qDE0NfQlUcJ8Kp3QKFMkKYV+O+R5y9ndb2yYFAQoLEgIfe asKzxgrTB53hfUkrNgb2PA== 0000927016-96-001459.txt : 19961031 0000927016-96-001459.hdr.sgml : 19961031 ACCESSION NUMBER: 0000927016-96-001459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961017 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961030 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIVIDUAL INC CENTRAL INDEX KEY: 0001002536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 043036959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27734 FILM NUMBER: 96650376 BUSINESS ADDRESS: STREET 1: 8 NEW ENGLAND EXECUTIVE PARK WEST CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6172736000 MAIL ADDRESS: STREET 1: 8 NEW ENGLAND EXECUTIVE PK CITY: BURLINGTON STATE: MA ZIP: 01803 8-K 1 FORM 8-K 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): October 17, 1996 ---------------- Individual, Inc. ---------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-27734 04-3036959 - ------------------------------ ------- ---------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.)
8 New England Executive Park W. Burlington, Massachusetts 01803 - ---------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (617) 273-6000 -------------- ITEM 5. OTHER EVENTS. On October 17, 1996, Individual, Inc. ("Individual") entered into an Asset Purchase Agreement with the Information Access Company, a unit of The Thomson Corporation ("IAC"), pursuant to which Individual acquired from IAC (the "Acquisition") substantially all of the assets of IAC's Hoover Business Intelligence Services unit ("Hoover"). The terms of the Acquisition provide Individual with Hoover's technology and operations assets; customer contracts and the rights to service those contracts; and the rights under Hoover's agreements with key information suppliers. Individual paid IAC approximately $2 million in cash and deferred payments for the Hoover business. Hoover provides real-time and archival electronic news reports presented in Lotus Notes database format through the use of a proprietary intelligent software agent that integrates and organizes information from news and information sources. Individual develops and markets a suite of customized news services that provide knowledge workers with daily personalized current awareness reports, while offering information providers and advertisers new ways to reach targeted audiences. For additional information concerning the Acquisition, see the press --- release of Individual dated October 17, 1996, a copy of which is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference. ------------ * * * * * * * * Asset purchases and other acquisitions, including Individual's purchase of substantially all of the Hoover assets, involve a number of potential risks, including difficulties in the assimilation of the acquired operations, technology, products and personnel, diversion of management's resources, uncertainties associated with operating in new markets and working with new employees and customers, and the potential loss of certain key employees expected to join the acquiring company. In order for Individual to achieve anticipated benefits from its acquisition of the Hoover assets, Individual will have to integrate Hoover's business, products, technology and key employees into Individual's existing business and make significant expenditures for sales and marketing and product development to further develop Hoover's business. No assurance can be given that Individual will be successful in this regard. If Individual is not successful, it may be required to write off certain of the Hoover assets. Moreover, even if successfully integrated, the acquired Hoover assets may not lead to the achievement of the levels of revenue or productivity comparable to those achieved by Individual's existing operations, or otherwise perform as expected. There can also be no assurance that Individual will be able to successfully renew the information provider agreements which were assigned to Individual in connection with the Acquisition. There can be no assurance that the acquisition of substantially all of the Hoover assets or any future acquisitions will not have a material adverse effect upon Individual's business and results of operations. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. -------- Exhibit No. Description - ----------- ----------- 99.1 Press Release of Individual dated October 17, 1996 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. Individual, Inc. --------------------------------- (Registrant) Date: October 30, 1996 /s/ Robert L. Lentz --------------------------------- Robert L. Lentz Vice President, Finance and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ------------ 99.1 Press Release of Individual dated October 17, 1996 EX-99.1 2 PRESS RELEASE OF INDIVIDUAL DATED 10/17/96 EXHIBIT 99.1 ------------ FOR IMMEDIATE RELEASE For further information contact: Richard Vancil, ext. 403 Michelle Goodall, ext. 215 Annette Lissauer, ext. 501 Shawn Whalen, ext. 238 Individual, Inc. Schwartz Communications (617) 273-6000 (617) 431-0770 rich@individual.com swhalen@schwartz-pr.com INDIVIDUAL, INC. ACQUIRES HOOVER BUSINESS INTELLIGENCE UNIT FROM INFORMATION ACCESS COMPANY SOFTWARE AGENT SERVICE BRINGS IMPROVED REAL TIME AND ARCHIVAL CAPABILITY AND THOUSANDS OF NEW INFORMATION SOURCES TO INDIVIDUAL'S ENTERPRISE CUSTOMERS BURLINGTON, Mass. -October 17, 1996 - Individual, Inc., (NASDAQ:INDV) the pioneer and leading provider of customized news services, announced today that it has acquired the Hoover business intelligence services unit from the Information Access Company, a unit of The Thomson Corporation (Toronto, Canada). The acquisition complements Individual's service offering for its Enterprise customers (First! for Notes and First! Intranet) with robust real-time and archival functionality. The acquisition will also immediately bring to Individual more than 6,000 new information sources, including agreements with: IAC's news journals and databases such as PROMT and MARS; business publications such as Forbes; financial databases such as Disclosure and EDGAR; and industry- specific news sources such as ADIS and IMS World for the pharmaceutical industry. Hoover is an intelligent software agent that efficiently integrates and organizes information from internal and external news and information sources. The agent provides a neatly packaged, consolidated briefing report that is organized based on a specified "context," such as a company or industry. Reports are presented in Lotus Notes database format, and include real-time alerting from newswire feeds as well as extensive access to retrospective databases. Hoover's comprehensive information relationships include archival access for year-to-date information plus a two year backfile. "The Hoover product and technology offer a near-perfect match for our customized news briefing services," said Michael E. Kolowich, Individual's President and CEO. "Individual created the market for serving Enterprise executives with daily personalized views of the business landscape, delivered by fax, email, Lotus Notes, and on Internet/Inranet platforms. With Hoover, we flank our core products with a comprehensive real-time capability on one side, and an extensive archival access capability on the other side. Combine this with the thousands of new information sources from Information Access Company and, in total, this acquisition represents a major win for our Notes and Intranet customers. Our clients want a consolidated current awareness and information management dashboard: Individual now offers all the components." The terms of the acquisition provide Individual, Inc. with all of Hoover's technology and operations assets; customer contracts and the rights to service those contracts; and the agreements to key information-supplier contracts. All of Hoover's employees, based primarily in Cambridge, Massachusetts, will become employees of Individual, Inc. Hoover's extensive client list includes executives, product managers, competitive analysts, corporate librarians and investor relations professionals in a range of industries including pharmaceutical, insurance, information technology, packaged goods, utilities and others. The financial terms of the purchase involve cash and deferred payments by Individual for the net operating assets of Hoover of approximately $2 million. In addition to supporting the existing Hoover installed base and enhancing the product functionality for those customers, Individual intends to integrate the Hoover product features and benefits into its First! for Notes and First! Intranet product line. The integration for First! Intranet will be extended primarily through the Lotus Notes Domino server technology, which allows any standard Web client to participate in Notes applications. Once the integration is completed, all of Individual's First! for Notes and First! Intranet clients will be able to receive the benefits of Hoover's product features, and have access to much more extensive databases and information sources. Individual, Inc., is a pioneer and leading innovator of electronic personalized information services. Through its proprietary information retrieval, filtering and delivery technologies, Individual brings highly relevant, targeted news and advertising to more than 280,000 readers worldwide. Individual's services include First!/TM/, for corporate enterprises; NewsPage/TM/ , a comprehensive custom news site on the World Wide Web (http://www.newspage.com); FreeLoader/TM/, the first Web off-line delivery service (http://www.freeloader.com); and BookWire/TM/ (http://www.bookwire.com). Individual's strategic partners include Lotus, Knight-Rider, MSNBC, Microsoft Corp., NETCOM, Netscape and Toshiba. The Company is headquartered in Burlington, Mass., with offices around the world. Visit Individual on the Web at http://www.individual.com. Certain of the above statements are forward looking statements that involve risks and uncertainties. Actual results could differ materially as a result of a variety of factors, including, risks associated with acquisition, competitive developments, other risk factors, and risk factors listed from time to time in the Company's SEC reports. NOTE TO EDITORS/REPORTERS: FOR BACKGROUND INFORMATION, VISIT INDIVIDUAL'S ELECTRONIC PRESS ROOM AT: HTTP://WWW.INDIVIDUAL.COM/COMPANY/RELEASE.HTM # # # NewsPage, First, FreeLoader and BookWire are trademarks of Individual, Inc. All other trademarks contained herein are the property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----