-----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, UnEytnQCPn9BzBWBkbdyASF41+F0D4mfmUhBE9jnvsuJyWVwO6XOTnuxzJ5glSvs SNB1HHoMDCQYuxOZePW/nw== 0001157523-05-005269.txt : 20050611 0001157523-05-005269.hdr.sgml : 20050611 20050606091529 ACCESSION NUMBER: 0001157523-05-005269 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050602 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050606 DATE AS OF CHANGE: 20050606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNOT INC CENTRAL INDEX KEY: 0001062292 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 133895178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28271 FILM NUMBER: 05879285 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 a4903246.txt THE KNOT, INC., 8-K UNITED STATES 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): June 2, 2005 The Knot, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-28271 13-3895178 (State or other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 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 --------------------- (Former name or former address, if changed since last report) --------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On June 2, 2005, the board of directors of The Knot, Inc. (the "Company"), acting pursuant to authority granted by the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, increased the size of the board from five to six members. The board appointed Matthew Strauss as a Class I director to fill a vacancy existing on the board prior to the increase, and appointed Lisa Gersh Hall as a Class III director to the directorship created by the increase. As a Class I director, Mr. Strauss's term of office will expire at the Company's 2006 Annual Meeting of Stockholders. As a Class III director, Ms. Hall's term of office will expire at the Company's 2008 Annual Meeting of Stockholders. The board also appointed Mr. Strauss to the board's compensation committee as Chairman, and appointed Ms. Hall to the board's audit committee. There is no arrangement or understanding between Mr. Strauss and other persons pursuant to which Mr. Strauss was selected as a director. There is no arrangement or understanding between Ms. Hall and other persons pursuant to which Ms. Hall was selected as a director. Mr. Strauss is Vice President of Content Development at Comcast Corporation. Under royalty-free license agreements with Comcast Cable Communications, LLC and Comcast Online, the Company provides video-on-demand programming content and certain editorial content for use by these affiliates of Comcast Corporation in connection with their cable and online properties. The Company entered into these agreements to build further brand recognition for The Knot. Ms. Hall is the President, Chief Operating Officer and Co-Founder of The Oxygen Network run by Oxygen Media LLC ("Oxygen"). Under a letter agreement with Oxygen and an independent producer, the Company has collaborated with Oxygen in the creation and production of two television miniseries entitled "Real Weddings from The Knot." The letter agreement does not provide for any payments to be made between the Company and Oxygen. Through these reality-based television shows, The Knot expands the awareness of its brand and services to a broad national audience. On June 6, 2005, the Company issued a press release announcing the board's appointment of Mr. Strauss and Ms. Hall. A copy of the Company's press release is attached as Exhibit 99.1 hereto, and is incorporated by reference into this report. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release dated June 6, 2005. SIGNATURE 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. THE KNOT, INC. (Registrant) Date: June 6, 2005 By: /s/ RICHARD E. SZEFC --------------------- Richard E. Szefc Chief Financial Officer, Treasurer and Secretary EXHIBIT INDEX 99.1 Press Release dated June 6, 2005. EX-99.1 2 a4903246ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 The Knot Appoints Lisa Gersh Hall and Matthew Strauss to Board of Directors NEW YORK--(BUSINESS WIRE)--June 6, 2005--The Knot, Inc. (NASDAQ: KNOT; www.theknot.com), a life stage media company offering the premier wedding resource, today announced that Lisa Gersh Hall and Matthew Strauss have joined its Board of Directors. Ms. Hall is the President, Chief Operating Officer and Co-Founder of The Oxygen Network and is currently responsible for the day-to-day operations of the company. Oxygen is the only cable network owned and operated by women. Currently in 55 million households, Oxygen has the youngest audience of the women's networks as well as the most original programming, including the series Real Weddings from The Knot. Oxygen's founders include Geraldine Laybourne, Oprah Winfrey and Carsey Werner. Prior to joining Oxygen, Ms. Hall served as a founding partner of the New York law firm Friedman Kaplan Seiler LLP. Mr. Strauss is Vice President of Content Development at Comcast, the country's leading provider of cable, entertainment and communications products and services, where he manages the development and creation of the next generation of programming for video-on-demand cable services. Prior to joining Comcast in 2004, Mr. Strauss held various positions at Rainbow Media Holdings leading to General Manger of Mag Rack, the Company's unique on demand service offering exclusive, special internet video magazines to cable operations nationwide. He also served as Vice President for Business Development for Rainbow Media. "We are delighted to welcome Ms. Hall and Mr. Strauss to our Board of Directors," said David Liu, CEO of The Knot. "We have had the pleasure of working directly with both of them through our existing relationships with Oxygen and Comcast. Their experience in media and in the development of new media services will be an invaluable asset to our company as we continue to expand our existing business and launch new services for our members." Ms. Hall will also serve as a member of The Knot's Audit Committee and Mr. Strauss has been appointed Chairman of The Knot's Compensation Committee. ABOUT THE KNOT, INC. The Knot, Inc. (NASDAQ: KNOT; www.theknot.com) is a leading lifestage media and services company. The Company's flagship brand, The Knot, is the nation's leading wedding resource that reaches over one million engaged couples each year through the Web, newsstands, bookstores, national television and more. Its award-winning website, TheKnot.com, is the most-trafficked online wedding destination. The Knot also offers a diverse collection of print publications including national and regional editions of "The Knot Weddings" magazine, a book trilogy with Broadway Books, and a gift book series with Chronicle Books. The Company also produces a TV series on The Oxygen Network, video-on-demand (VOD) service for Comcast Cable and has content distribution partnerships with America Online, MSN and Comcast. The Knot, Inc. has recently launched several brands targeted before and beyond the wedding day, including teen-oriented PromSpot.com and newlywed site TheNest.com, as well as the recently acquired online personal site, GreatBoyfriends.com. The Knot is based in New York and has several other offices across the country. This release may contain projections or other forward-looking statements regarding future events or the future financial performance of The Knot. These statements are only predictions and reflect the current beliefs and expectations of The Knot. Actual events or results may differ materially from those contained in the projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which The Knot bases its expectations may change prior to the end of the quarter. Although these expectations may change, The Knot will not necessarily inform you if they do. The Knot's policy is to provide its expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation, (i) The Knot's unproven business model and limited operating history, (ii) The Knot's history of losses, (iii) the significant fluctuation to which The Knot's quarterly revenues and operating results are subject, (iv) the risks and related costs associated with ongoing litigation, (v) the seasonality of the wedding industry and (vi) other factors detailed in documents The Knot files from time to time with the Securities and Exchange Commission, including its recent filings on Forms 10-K and 10-Q. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. CONTACT: VMW Corporate & Investor Relations Vicki Weiner/Sylvia Dresner, 212-616-6161 info@vmwcom.com or The Knot, Inc. Amy Shey Jacobs, 212-219-8555 x1246 pr@theknot.com -----END PRIVACY-ENHANCED MESSAGE-----