0001181431-12-004686.txt : 20120131 0001181431-12-004686.hdr.sgml : 20120131 20120131162617 ACCESSION NUMBER: 0001181431-12-004686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120131 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120131 DATE AS OF CHANGE: 20120131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOSPACE 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: 12559555 BUSINESS ADDRESS: STREET 1: 601 108TH AVE NE STREET 2: SUITE 1200 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4258821602 FORMER COMPANY: FORMER CONFORMED NAME: INFOSPACE COM INC DATE OF NAME CHANGE: 19980824 8-K 1 rrd332019.htm COMPLETION OF ACQUISITION Prepared By R.R. Donnelley Financial -- Form 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):  01/31/2012
 
INFOSPACE, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-25131
 
Delaware
  
91-1718107
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
601 108th Avenue NE
Suite 1200
Bellevue, WA 98004
(Address of principal executive offices, including zip code)
 
425-201-6100
(Registrant’s telephone number, including area code)
 
(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 2.01.    Completion of Acquisition or Disposition of Assets
 
On January 31, 2012, InfoSpace, Inc. ("InfoSpace") completed the acquisition of the TaxACT business (the "Acquisition"), pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") described in, and filed with, the Current Report on Form 8-K filed by InfoSpace on January 9, 2012. As a result of the Acquisition, InfoSpace now owns 100% of TaxACT Holdings, Inc., which owns 100% of 2nd Story Software, Inc. ("2nd Story"), the operating company for the TaxACT business and the holder of all rights and assets of the TaxACT business.

InfoSpace purchased the TaxACT business for consideration of $287.5 million in cash, less certain transaction expenses, and subject to certain specified working capital adjustments. The Acquisition was funded from InfoSpace's cash reserves, from the proceeds of the sale of certain short term investments held by InfoSpace, and from the net proceeds of a $105 million credit facility (of which $100 million was drawn). 2nd Story is the primary debtor for this credit facility and the repayment obligations will be paid out of cash generated by the TaxACT business. Specific details of this credit facility, which closed concurrently with the closing of the Merger Agreement, and the terms of the related credit agreement, will be contained in a subsequent Current Report on Form 8-K. Prior to the Acquisition, there was no material relationship between InfoSpace (or any InfoSpace affiliated person or party) and 2nd Story Software, Inc., 2SS Holdings, Inc. (the predecessor entity to TaxACT Holdings, Inc.), or any of the shareholders of 2SS Holdings, Inc.

The foregoing description of the Acquisition and the Merger Agreement is a summary, does not purport to be a complete description, and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the January 9, 2012 Current Report on Form 8-K.

 
 
Item 7.01.    Regulation FD Disclosure
 
On January 31, 2012, InfoSpace issued a press release announcing the completion of acquisition of the TaxACT business. A copy of that press release is attached hereto as Exhibit 99.1, and incorporated herein by reference.
 
 
Item 8.01.    Other Events
 
InfoSpace is announcing that it will hold its 2012 annual meeting on May 23, 2012 at 2:00pm at its corporate headquarters located at 601 108th Ave. NE, Ste. 1200, Bellevue, WA 98004. Further details regarding the annual meeting and the elections and votes to be held at the annual meeting will be contained in the 2012 proxy statement.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(a)        Financial Statements of Business Acquired.

        To be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b)        Pro Forma Financial Information

        To be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d)        Exhibits

        99.1        Press release issued on January 31, 2012.

 

 

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.
 
           
INFOSPACE, INC.
 
 
Date: January 31, 2012
     
By:
 
/s/    Linda Schoemaker
               
Linda Schoemaker
               
General Counsel and Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Press release issued on January 31, 2012.
EX-99 2 rrd332019_36996.htm PRESS RELEASE ISSUED ON JANUARY 31, 2012. Exhibit 99

Exhibit 99.1

 

INFOSPACE COMPLETES ACQUISITION OF TAXACT

BELLEVUE, Wash., January 31, 2012 - InfoSpace, Inc. (NASDAQ: INSP), today announced that it has completed its previously announced acquisition of TaxACT, a leading provider of online tax solutions, in a transaction valued at $287.5 million.

TaxACT offers the only complete free federal tax solution for "everyone." Its offerings include a free edition, deluxe edition and state edition, for individual tax filers, and products for both business and professional filers. TaxACT's offerings are available through a secure online delivery system, complemented by available desktop downloads and extensive tax and IRS expertise.

"We are extremely pleased to complete the acquisition of TaxACT, a leader in online tax preparation," said William J. Ruckelshaus, President and Chief Executive Officer of InfoSpace. "I am excited to welcome TaxACT employees to the InfoSpace team, and look forward to working together to capitalize on opportunities for growth."

InfoSpace funded the transaction with a combination of cash on hand and approximately $100 million of debt. The transaction is expected to be immediately accretive to InfoSpace earnings per share, and leaves the Company with over $100million of cash on hand.

TaxACT Holdings, Inc. is now a wholly-owned subsidiary of InfoSpace. TaxACT will continue operations in Cedar Rapids, Iowa as a standalone business unit led by the TaxACT management team.

 

About InfoSpace, Inc.

InfoSpace operates two independent business units. Our search business is focused on bringing the best of the Web to Internet users by providing online search products via third party distribution partners as well as our own branded web properties. Our online tax software business operates under the brand name TaxACT (www.taxact.com) and is a leading provider of online tax solutions, reliably serving millions of consumers for over a decade. Additional corporate information may be found at www.infospaceinc.com and iSpaceBlog.com. You may also follow and connect with InfoSpace and TaxACT on LinkedIn, Google Plus, Facebook, Twitter and YouTube.

 

InfoSpace.com, InfoSpace, Dogpile, MetaCrawler, WebCrawler, WebFetch, and other marks are trademarks of InfoSpace, Inc. and TaxACT

###

Investor Contact:

Stacy Ybarra, InfoSpace

(425) 709-8127

stacy.ybarra@infospace.com

This announcement 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and which may differ significantly from actual results due to various risks and uncertainties including, but not limited to: general economic, industry, and market sector conditions; the timing and extent of market acceptance of developed products and services and related costs; the successful execution of the Company's strategic initiatives, business integration plans, operating plans, and marketing strategies. A more detailed description of these and certain other factors that could affect actual results is included in InfoSpace, Inc.'s most recent Annual Report on Form 10-K and subsequent reports filed with or furnished to the Securities and Exchange Commission. InfoSpace, Inc. undertakes no obligation to update 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.