-----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, SQTbkK2z/dIpv7leJFeaeWW067vS6IwqLvYov0vPRLG+619AXoBkfOUXzGcZYbRa X4F94btoa92x8PZOrKE63w== 0001047469-99-037235.txt : 20000211 0001047469-99-037235.hdr.sgml : 20000211 ACCESSION NUMBER: 0001047469-99-037235 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990917 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TICKETMASTER ONLINE CITYSEARCH INC CENTRAL INDEX KEY: 0001006637 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 954546874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25041 FILM NUMBER: 99719890 BUSINESS ADDRESS: STREET 1: 790 E COLORADO BLVD STREET 2: STE 200 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6264050050 MAIL ADDRESS: STREET 1: 790 E COLORADO BLVD STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: CITYSEARCH INC DATE OF NAME CHANGE: 19980617 8-K 1 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): September 17, 1999 Ticketmaster Online-CitySearch, Inc. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-25041 95-4546874 --------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 790 E. Colorado Boulevard, Suite 200, Pasadena, California 91101 ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (626) 405-0050 - ------------------------------------------------------------------------------- PAGE 1 OF 5 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Effective September 17, 1999, pursuant to an Agreement and Plan of Merger, dated as of July 19, 1999, by and among Microsoft Corporation, a Washington corporation ("Microsoft"), Sidewalk.com, Inc., a Nevada corporation and wholly-owned subsidiary of Microsoft ("Sidewalk"), Ticketmaster Online-CitySearch, Inc., a Delaware corporation (the "Company"), and Ticketmaster Acquisition, Inc., a Nevada corporation and wholly-owned subsidiary of the Company ("Acquisition"), the Company acquired Microsoft's Sidewalk.com business (the "Sidewalk Business") through the merger of Acquisition with and into Sidewalk. The Sidewalk Business is the entertainment city guide portion of Microsoft's Microsoft Network or MSN, a network of services located on the World Wide Web. As consideration for the merger, all issued and outstanding shares of Sidewalk were converted into 7,000,000 shares of Class B Common Stock, par value $.01 per share, of the Company (the "Class B Shares"). In addition, the Company issued to Microsoft warrants to acquire an aggregate of 4.5 million Class B Shares. Pursuant to these warrants, Microsoft can acquire 3,000,000 Class B Shares at an initial exercise price of $30 per share, subject to adjustment in certain circumstances, and 1,500,000 Class B Shares at a fixed exercise price of $60 per share. The Company also entered into distribution, licensing and additional cross-promotional arrangements with Microsoft in connection with its acquisition of the Sidewalk Business. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. No financial statements are required to be filed in connection with the acquisition of the Sidewalk Business by the Company pursuant to the applicable provisions of Regulation S-X. (b) PRO FORMA FINANCIAL INFORMATION. No pro forma financial information is required to be filed in connection with the acquisition of the Sidewalk Business by the Company pursuant to the applicable provisions of Regulation S-X. (c) EXHIBITS.
Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger by and among Sidewalk.com, Inc., Microsoft Corporation, Ticketmaster Online-CitySearch, Inc. and Ticketmaster Acquisition, Inc., dated as of July 19, 1999 (incorporated by reference to Exhibit 2.7 from the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1999 (the "1999 Second Quarter 10-Q")). 4.1 Class B Common Stock Purchase Warrant of the Company - ------------------------------------------------------------------------------- PAGE 2 OF 5 (3,000,000 shares), dated as of September 17, 1999 (incorporated by reference to Exhibit 4.2 from the 1999 Second Quarter 10-Q). 4.2 Class B Common Stock Purchase Warrant of the Company (1,500,000 shares), dated as of September 17, 1999 (incorporated by reference to Exhibit 4.3 from the 1999 Second Quarter 10-Q). 10.1 Registration Rights Agreement between the Company and Microsoft Corporation, dated as of September 17, 1999 (incorporated by reference to Exhibit 10.38 from the 1999 Second Quarter 10-Q).
- ------------------------------------------------------------------------------- PAGE 3 OF 5 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. Date: September 29, 1999 TICKETMASTER ONLINE-CITYSEARCH, INC. By: /s/ Thomas McInerney ------------------------------ Thomas McInerney Chief Financial Officer - ------------------------------------------------------------------------------- PAGE 4 OF 5 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger by and among Sidewalk.com, Inc., Microsoft Corporation, Ticketmaster Online-CitySearch, Inc. and Ticketmaster Acquisition, Inc., dated as of July 19, 1999 (incorporated by reference to Exhibit 2.7 from the 1999 Second Quarter 10-Q). 4.1 Class B Common Stock Purchase Warrant of the Company (3,000,000 shares), dated as of September 17, 1999 (incorporated by reference to Exhibit 4.2 from the 1999 Second Quarter 10-Q). 4.2 Class B Common Stock Purchase Warrant of the Company (1,500,000 shares), dated as of September 17, 1999 (incorporated by reference to Exhibit 4.3 from the 1999 Second Quarter 10-Q). 10.1 Registration Rights Agreement between the Company and Microsoft Corporation, dated as of September 17, 1999 (incorporated by reference to Exhibit 10.38 from the 1999 Second Quarter 10-Q).
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