-----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, PwnI5IbGO/0Yujor96xuKnsUejazkHQxAyAFa2ZbU5qXBvIvRJ/Orkda7M3fiNdR pRIkv5huXdFw+RMvKaSFOw== 0000950109-96-003733.txt : 19960613 0000950109-96-003733.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950109-96-003733 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960530 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960611 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: 96579168 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): May 30, 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 -------------- Total number of sequentially numbered pages in this filing, including exhibits thereto: 8 --- Exhibit Index Located on Page 5 ---- Item 5. Other Events. On May 30, 1996, Individual, Inc. ("Individual") entered into an Agreement and Plan of Reorganization (the "Merger Agreement") with FL Merger Corp., a Delaware corporation and wholly-owned subsidiary of Individual ("Merger Sub"), FreeLoader, Inc., a Delaware corporation ("FreeLoader") and certain stockholders of FreeLoader. Pursuant to the Merger Agreement and upon the satisfaction of all closing conditions, Merger Sub will merge (the "Merger") with and into FreeLoader, with FreeLoader to continue as the surviving corporation. Upon the closing of the Merger, each outstanding share of FreeLoader Common Stock, $.001 par value per share, will be converted into the right to receive .1305 shares of Individual Common Stock, $.01 par value per share. In addition, effective upon the closing of the Merger, Individual will assume FreeLoader's 1996 Stock Option Plan and all outstanding stock options thereunder. As a result of the conversion of the FreeLoader Common Stock and Individual's assumption of the FreeLoader stock options, Individual will issue up to approximately 1.8 million shares of its Common Stock in the Merger (including up to approximately 281,000 shares of Common Stock reserved for issuance upon exercise of the assumed FreeLoader stock options). The Merger Agreement provides that the transaction is to be accounted for as a purchase. The closing of the Merger is subject to certain conditions, including approval by FreeLoader's stockholders. For additional information concerning the Merger, see the joint press release of Individual and FreeLoader dated June 2, 1996, a copy of which is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference. ------------ * * * * * * * * Acquisitions, including Individual's acquisition of FreeLoader, involve a number of potential risks, including difficulties in the assimilation of the acquired company's operations, 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 the acquired company's key employees. In order for Individual to achieve anticipated benefits from its acquisition of FreeLoader, Individual will need to integrate FreeLoader's business and key employees with Individual's existing operations and employees and to make significant expenditures for sales and marketing and product development to further develop FreeLoader's business. No assurance can be given that Individual will be successful in this regard. Moreover, even if successfully integrated, the acquired Freeloader operations may not achieve levels of revenues or productivity comparable to those achieved by Individual's existing operations, or otherwise perform as expected. Management may from time to time consider other acquisitions of assets or businesses that it believes may enable Individual to acquire complementary skills and capabilities, offer new products, expand its customer base or obtain other competitive advantages. There can be no assurance that Individual will be able to successfully identify suitable acquisition candidates or complete future acquisitions. In order to finance such acquisitions, it may be necessary for Individual to raise additional funds either through public or private financings, including bank borrowings. Any financing, if available at all, may be on terms which are not favorable to Individual. In addition, issuances of Individual's equity securities for future acquisitions could result in dilution to Individual's existing stockholders. -2- There can also be no assurance that the FreeLoader acquisition and 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 Joint Press Release of Individual and FreeLoader dated June 2, 1996 -3- 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: June 10, 1996 /s/ Robert L. Lentz --------------------------- Robert L. Lentz Vice President and Chief Financial Officer -4- EXHIBIT INDEX
Page Number in Sequentially Exhibit No. Description Numbered Copy - ----------- ----------- -------------- 99.1 Joint Press Release of Individual and FreeLoader dated June 6 2, 1996
-5- EX-99 2 JOINT PRESS RELEASE OF INDIVIDUAL EXHIBIT 99.1 ------------ FOR IMMEDIATE RELEASE For further information, contact: Rich Vancil Michelle Goodall/Christine Gannon Individual, Inc. Schwartz Communications, Inc. (617) 273-6000 x403 (617) 431-0770 rich@individual.com cgannon@schwartz-pr.com Bennett Kleinberg Edelman Public Relations Worldwide (212) 704-8266 bkleinbe@edelman.com Individual, Inc., Announces Agreement to Acquire FreeLoader, Inc. Offline Web Delivery Will Complement Individual's Internet-Based Customized News Services Burlington, Mass. -- June 2, 1996 -- Individual, Inc. (NASDAQ: INDV) a pioneer and leading provider of customized news services, announced today that it has entered a definitive agreement to acquire FreeLoader, Inc., the creator of the first offline World Wide Web delivery service. The acquisition will provide end users with two of the most exciting developments to emerge from the Internet in recent months: personalized "intelligent-agent driven" news retrieval and offline Web delivery. The purchase price is approximately $38 million which includes 1.8 million shares of Individual common stock for all the outstanding stock of FreeLoader and $2 million in cash. Included in the 1.8 million are 281,000 shares reserved for exercise of FreeLoader stock options assumed by Individual. The acquisition will be accounted for as a purchase and Individual expects that the amount recognized as the excess of purchase price over net assets acquired will be amortized through 1998. The agreement is expected to close before the end of June 1996. Under the terms of the agreement, FreeLoader will continue to operate as an autonomous business unit of Individual, Inc. working to develop new technologies for personalized offline news and information delivery. FreeLoader cofounders Pincus and Paul will retain their current posts. "This acquisition is about internetizing Individual and individualizing the Internet. With the Freeloader software Individual and the entire web community can dramatically change how information services are delivered on the Internet: making this a pro-active rather than a passive experience," said Yosi Amram, president and CEO of Individual. Web users want information that is relevant to their interests, presented in a way that is easy to set up, maintain and access. Individual expects that FreeLoader's software will significantly enrich the process of retrieving and accessing Web based information -- both for current Individual customers and for the broader population of Web users. In addition to providing benefits to Internet consumers, the Individual and FreeLoader combination will enable Information Providers to enhance their Web based publishing and to generate new sources of revenue. FreeLoader's offline delivery provides the opportunity for Information Providers to turn casual Web surfers into regular, repeat customers. -6- "As the growth of the Internet and agent-based services accelerates, the name- of-the-game is aggressive user growth. Freeloader helps us achieve this important strategic objective," added Amram. Individual's proprietary information-gathering technology allows readers to receive news that is customized from a daily story flow of 20,000 news items from over 630 different publishers, including newswires, newspapers, magazines and newsletters. Subscribers can receive their personalized news on a single- user or enterprise-wide basis with delivery via fax, e-mail, groupware, corporate intranets or on the World Wide Web. FreeLoader's offline downloading service "surfs the Web while you sleep," collecting information from pre-selected Web sites at user-defined intervals and storing it on users' hard disk drives for retrieval at any time. This process virtually eliminates the waiting time associated with retrieving and viewing Web-based multimedia content, such as high-resolution graphics, videos and audio files. FreeLoader's dynamic, interactive screen saver makes the presentation and access of web content fast and easy. When integrated, Individual's and FreeLoader's technologies will have the capability of delivering user-defined news and information directly from the Web offline to each customer. In addition, FreeLoader's technology will enhance Individual's text-oriented news delivery with personalized audio and video news content. "Since our launch last month, tens of thousands of users have downloaded FreeLoader," said Mark Pincus, president and CEO of FreeLoader, Inc. "We've also built momentum by partnering with approximately 30 Web sites that offer our software, including ZDNet, Yahoo!, Excite, Infoseek, Hotwired and USA Today. Combining forces with Individual, however, is by far the most significant validation to date of the impact that offline Web delivery will have on the future of the Internet." "The number of distribution partners and the acceptance of the product achieved by FreeLoader since its recent introduction is very exciting. Although we are not expecting any significant revenue contribution in 1996, we believe that the foundation will be in place for accelerated revenue contribution in 1997 and beyond. FreeLoader will aggressively continue to expand their marketing, distribution and product development, and plans to increase their personnel headcount from approximately 40 to over 75 by the end of 1996," added Amram. Founded in October, 1995 and based in Washington, D.C., FreeLoader, Inc. (http://www.freeloader.com) is the creator of the world's first offline World Wide Web delivery service. The company's self-titled software and service is an advertiser-supported, user-friendly software application which retrieves Web sites and stores them on an end-user's hard disk for later viewing. Version 1.0 of the FreeLoader software was released in May 1996 following a three-month beta test. FreeLoader received equity financing from SOFTBANK Corporation's venture capital arm. SOFTVEN, and Euclid Partners. -7- Founded in 1989, Individual, Inc., is a leading provider of customized news to business professionals worldwide. Through its proprietary knowledge processing system, Individual intelligently connects content publishers with subscribers. Its interactive, customized news services include First!, for corporate workgroups and enterprises, HeadsUp and Physician's NewScan for single subscribers, and NewsPage (http://www.newspage.com) and BookWire (http://www.bookwire.com) on the World Wide Web. The Company received the Breakout Company of the Year award from the Information Industry Association for 1995. Individual has established alliances with many prominent industry leaders including Gartner Group, Lotus, Knight-Ridder, Microsoft Corp., NETCOM On-Line Communication Services, Netscape Communications Corp., and Toshiba. The company is headquartered in Burlington, Mass., with offices in Burlingame, Calif.; New York City; Tokyo; and the United Kingdom. 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 competitive developments, and risk factors listed from time to time in the Company's SEC reports. ### First!, HeadsUp, Physician's NewScan, NewsPage and BookWire are trademarks of Individual, Inc. -8- -----END PRIVACY-ENHANCED MESSAGE-----