-----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, FVLsv3SI3UMhf7wEUFafrWv+VVoYMVMqct13/CCEQITUfq7CKsquvD8idAZXG8C4 411ppmeeus3PCxufFazT9g== 0000921530-00-000074.txt : 20000410 0000921530-00-000074.hdr.sgml : 20000410 ACCESSION NUMBER: 0000921530-00-000074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000329 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNOT INC CENTRAL INDEX KEY: 0001062292 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133895178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28271 FILM NUMBER: 596299 BUSINESS ADDRESS: STREET 1: 462 BROADWAY 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2122198555 MAIL ADDRESS: STREET 1: 462 BROADWAY, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 8-K 1 FORM 8-K RE THE KNOT, INC. 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): March 29, 2000 THE KNOT, INC. (Exact name of Registrant as specified in its charter) Delaware 000-28271 133895178 (State or other (Commission File No.) (IRS Employer jurisdiction of Identification No.) incorporation) 462 Broadway, 6th Floor, New York, New York 10013 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 219-8555 NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 1, 2000, by and among the The Knot ("The Knot"), Knot Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of The Knot ("Buyer") and Weddingpages, Inc., a Delaware corporation ("Weddingpages"), a copy of which is attached hereto as Exhibit 2.1 and incorporated herein for all purposes, Buyer merged with and into Weddingpages on March 29, 2000 (the "Merger"), with Weddingpages surviving the Merger. The Merger will be accounted for under the purchase method of accounting. The Merger is to be effected through the conversion of each share of common stock and class A common stock of Weddingpages (each, a "Common Share") outstanding immediately prior to the consummation of the Merger into the right to receive in cash an amount equal to $1.78. Of that $1.78 per share, $.10 per share will be held in an escrow account pursuant to the terms of an escrow arrangement described in the Merger Agreement. The amount retained in the escrow account will be subject to certain deductions in the event of third party claims against certain indemnified parties. Prior to the Merger, Weddingpages' business consisted of publishing local wedding publications designed to match the local bride with local wedding professionals. The Knot intends to continue to conduct such business in substantially the same manner as conducted prior to the Merger. The Knot financed the cash portion of the purchase price for the Merger with a portion of the proceeds from its December 1999 initial public offering. A copy of the press release announcing the closing of the merger is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHBITS (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED As of the date of filing of this Current Report on Form 8-K, it is impracticable for The Knot to provide the financial statements required by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial statements shall be filed by amendment to this Form 8-K no later than 60 days after the date this Current Report must be filed. (b) PRO FORMA FINANCIAL INFORMATION As of the date of filing of this Current Report Form 8-K, it is impracticable for The Knot to provide the pro forma financial information required by this Item 7(b). In accordance with Item 7(b)(2) of Form 8-K, such financial statements shall be filed by amendment to this Form 8-K no later than 60 days after the date this Current Report must be filed. (c) EXHIBITS EXHIBIT NO. DESCRIPTION OF EXHBIT 2.1 Agreement and Plan of Merger, dated as of February 1, 2000 by and among The Knot, Buyer and Weddingpages 99.1 Press Release dated March 30, 2000 3 SIGNATURE Pursuant to the requirement 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: April 7, 2000 The Knot, Inc. By: /S/ DAVID LIU ____________________________ David Liu President, Chief Executive Officer and Chairman of the Board 4 EXHIBIT INDEX Exhibit Reference Number Exhibit Description ----------------- -------------------- 2.1 Agreement and Plan of Merger, dated as of February 1, 2000 by and among The Knot, Buyer and Weddingpages 99.1 Press Release dated March 30, 2000 5 -----END PRIVACY-ENHANCED MESSAGE-----