0001068875-16-000260.txt : 20161118 0001068875-16-000260.hdr.sgml : 20161118 20161117173857 ACCESSION NUMBER: 0001068875-16-000260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161117 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161118 DATE AS OF CHANGE: 20161117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUCORA, INC. CENTRAL INDEX KEY: 0001068875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 911718107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25131 FILM NUMBER: 162005914 BUSINESS ADDRESS: STREET 1: 10900 NE 8TH STREET STREET 2: SUITE 800 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4258821602 MAIL ADDRESS: STREET 1: 10900 NE 8TH STREET STREET 2: SUITE 800 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: INFOSPACE INC DATE OF NAME CHANGE: 20000428 FORMER COMPANY: FORMER CONFORMED NAME: INFOSPACE COM INC DATE OF NAME CHANGE: 19980824 8-K 1 a8-kmonopriceclosing.htm 8-K Document


 
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
November 17, 2016
Date of Report
(Date of earliest event reported)
 
BLUCORA, INC.
(Exact name of registrant as specified in its charter)
 
DELAWARE
000-25131
91-1718107
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
10900 NE 8th Street, Suite 800
Bellevue, Washington 98004
(Address of principal executive offices)
(425) 201-6100
Registrant’s telephone number, including area code
 
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 







Item 2.01. Completion of Acquisition or Disposition of Assets

On November 17, 2016, Blucora, Inc. (“Blucora”) completed the sale of its wholly owned subsidiary, Monoprice Holdings, Inc. (“Monoprice”) to YFC-BonEagle Electric Co., Ltd. (the "Transaction"), pursuant to the terms of the Stock Purchase Agreement (the “Purchase Agreement”) described in, and filed with, the Current Report on Form 8-K filed by Blucora on November 15, 2016. The total consideration payable to Blucora in connection with the Transaction is $40,000,000 in cash, subject to customary adjustments, including a working capital adjustment at closing.

The foregoing description of the Transaction and the Purchase Agreement is a summary, does not purport to be a complete description, and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the November 15, 2016 Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure

On November 17, 2016, Blucora issued a press release announcing the completion of the sale of its Monoprice business. A copy of that press release is attached hereto as Exhibit 99.1, and incorporated herein by reference.

The foregoing information (including the press release attached as an exhibit hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

Item 9.01.    Financial Statements and Exhibits

(b) Pro Forma Financial Information

Pro forma financial statements are not included in this filing as the results of the Monoprice business have previously been classified as discontinued operations and have been properly presented as such in Blucora's historical financial statements included in its Form 10-K for the year ended December 31, 2015 and the Forms 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016. The cash received as consideration for the sale as noted in Item 2.01 will be used to pay down debt.

(d) Exhibits

2.1
Stock Purchase Agreement by and among Blucora, Inc., Monoprice Holdings, Inc. and YFC-BonEagle Electric Co., Ltd. (incorporated herein by reference to Blucora's Current Report on Form 8-K filed November 15, 2016, Commission File No. 000-25131).

99.1
Press release issued November 17, 2016.

















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: November 17, 2016

 
 
BLUCORA, INC.
 
 
 
 
 
By:  /s/ Mark Finkelstein
 
 
Mark Finkelstein
 
 
Chief Legal & Administrative Officer and Secretary










































EXHIBIT INDEX

Exhibit
No.        Description

2.1
Stock Purchase Agreement by and among Blucora, Inc., Monoprice Holdings, Inc. and YFC-BonEagle Electric Co., Ltd. (incorporated herein by reference to Blucora's Current Report on Form 8-K filed November 15, 2016, Commission File No. 000-25131).

99.1
Press release issued November 17, 2016.



 EX-99.1 2 ex991pressrelease.htm PRESS RELEASE Exhibit


November 17, 2016
Blucora Completes Sale of Monoprice to YFC - BonEagle Electronic Co., Ltd
BELLEVUE, Wash., Nov. 17, 2016 (GLOBE NEWSWIRE) -- Blucora, Inc. (NASDAQ:BCOR), a leading provider of technology-enabled financial solutions to consumers, small businesses and tax professionals, today announced that it has completed the sale of its Monoprice business to YFC - BonEagle Electronic Co., Ltd, a leading provider of power cord sets and networking peripherals, for $40 million in cash.
"We’re pleased to complete this transaction, which now allows Blucora to drive shareholder value as a technology-enabled financial solutions company,” said John Clendening, president and chief executive officer of Blucora. “We look forward to focusing all of our efforts on the significant opportunities that lie ahead for the new Blucora.”
As previously announced, the Company expects to pay down debt with the net proceeds of the sale of Monoprice.
About Blucora®
Blucora, Inc. (NASDAQ:BCOR) is a leading provider of technology-enabled financial solutions to consumers, small businesses and tax professionals. Our products and services in tax preparation and wealth management, through TaxAct and HD Vest, help consumers manage their financial lives. TaxAct is an affordable digital tax preparation solution for individuals, business owners and tax professionals. HD Vest Financial Services ® supports an independent network of tax professionals who provide comprehensive financial planning solutions. For more information on Blucora or its businesses, please visit www.blucora.com.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words "believe," "expect," "intend," "anticipate," variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward looking. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could affect Blucora's actual results include the effect of taxes, balance sheet working capital adjustments and indemnity obligations, general economic, industry and market sector conditions, the effect of current, pending and future legislation, regulation and regulatory actions, including the DOL rule; the availability of products to sell; the timing and extent of market acceptance of developed products and services and related costs; our dependence on companies to distribute our products and services; the successful execution of the Company's strategic initiatives, technology enhancements, operating plans, and marketing strategies; the condition of our cash investments; and the Company's ability to control operating risks, information technology system risks and cybersecurity risks and other risks that are described in Blucora's public filings with the Securities and Exchange Commission (the "SEC"). A more detailed description of certain factors that could affect actual results include, but are not limited to, those discussed in Blucora's most recent Annual Report on Form 10-K and quarterly reports on form 10-Q as filed from time to time with the SEC in the section entitled "Risk Factors." Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Blucora undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.
Contact
Stacy Ybarra, 425-709-8127
Blucora, Inc.
Source: Blucora, Inc.