0001181431-13-046113.txt : 20130822 0001181431-13-046113.hdr.sgml : 20130822 20130822162235 ACCESSION NUMBER: 0001181431-13-046113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130822 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130822 DATE AS OF CHANGE: 20130822 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: 131055490 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 rrd388949.htm MONOPRICE ACQUISITION CLOSING 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):  08/22/2013
 
BLUCORA, 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.)
 
10900 NE 8th Street, Suite 800
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 August 22, 2013, Blucora, Inc. ("Blucora") completed the acquisition (the "Acquisition") of Monoprice, Inc. ("Monoprice") pursuant to the terms of the Stock Purchase Agreement dated as of July 31, 2013 (the "Purchase Agreement"). As a result of the Acquisition, Blucora now owns 100% of Monoprice, an online provider of self-branded electronics and accessories for both consumers and businesses, operating primarily through its www.monoprice.com site.

The total Acquisition consideration paid by Blucora is equal to $180 million in cash, subject to certain specified working capital adjustments, and includes a deferred compensation element. The Acquisition was funded from Blucora's available cash. The Acquisition consideration was paid to Monoprice's shareholders and option holders, and prior to the execution of the Purchase Agreement, there was no material relationship between Blucora (or any Blucora affiliated person or party) and Monoprice or any of its shareholders or option holders.

The foregoing description of the Acquisition 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 Blucora's Current Report on Form 8-K filed August 1, 2013.

 
 
Item 7.01.    Regulation FD Disclosure
 
On August 22, 2013, Blucora issued a press release announcing the completion of acquisition of the Monoprice business. A copy of that press release is attached hereto as Exhibit 99.1, and incorporated herein by reference.
 
 
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 August 22, 2013.

 

 

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.
 
           
BLUCORA, INC.
 
 
Date: August 22, 2013
     
By:
 
/s/    Linda Schoemaker
               
Linda Schoemaker
               
General Counsel & Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Press Release issued on August 22, 2013
EX-99 2 rrd388949_39874.htm PRESS RELEASE ISSUED ON AUGUST 22, 2013 Blucora Completes Acquisition of Monoprice

Blucora Completes Acquisition of Monoprice

BELLEVUE, Wash. - August 22, 2013 - Blucora, Inc. (NASDAQ: BCOR), today announced that it has completed its previously announced acquisition of Monoprice, a rapidly-growing online provider of self-branded consumer electronics and accessories, in an all-cash transaction valued at $180 million.

Monoprice delivers premium quality products at prices far below other national brands. The Company has secured a deeply loyal customer base by offering thousands of Monoprice-branded items on its website, with outstanding customer service and prompt product delivery.

"We are pleased to expand the Blucora portfolio with the successful completion of the Monoprice acquisition," stated William J. Ruckelshaus, President and Chief Executive Officer of Blucora. "Monoprice's differentiated business model provides Blucora with significant opportunities in the large and growing online markets for consumer electronics and tech accessories. We welcome the talented Monoprice employees to the Blucora team, and look forward to working together to build Monoprice into a mainstream consumer brand."

The all-cash acquisition is expected to be immediately accretive to Blucora earnings per share. Pro forma for the full third quarter of 2013, Blucora anticipates Monoprice will have revenues in the range of $36.5 million to $37.5 million and a segment income margin of 12 percent to 12.5 percent. The Company noted that these pro forma numbers do not reflect certain anticipated purchase accounting adjustments and that Blucora's reported third quarter results will only include Monoprice's results following completion of the transaction.

Monoprice is now a wholly-owned subsidiary of Blucora. Monoprice will continue operations in Rancho Cucamonga, California, as a standalone business unit led by the Monoprice management team.

About Blucora

Blucora owns several leading Internet businesses. InfoSpace provides online search and monetization solutions to a network of more than 100 partners globally. TaxACT provides online tax preparation solutions to consumers and professional preparers. Monoprice is a rapidly growing online provider of self-branded consumer electronics and accessories. The Blucora team brings decades of experience operating and investing in digitally-enabled businesses. More information about Blucora may be found at www.blucora.com. Follow and subscribe to us on Twitter, LinkedIn, and YouTube.

About Monoprice

Based in Rancho Cucamonga, CA, Monoprice, Inc. is a rapidly growing e-commerce business, specializing in high-quality yet affordable consumer electronics and tech products, including a wide variety of cables, home theater equipment, networking and IT gear, mobile accessories, PC and gaming accessories, and pro audio equipment. Established in 2002, Monoprice offers more than 5,000 of its own branded products via its website www.Monoprice.com. The company has built its stellar brand reputation upon customer word of mouth, the consistent ability to deliver premium quality products at prices far below other national brands, and outstanding customer service. Monoprice was named an Inc. 500 company in 2008, 2009 & 2010, and an Inc. 5000 company in 2011. More information about Monoprice may be found at www.Monoprice.com. Follow us on Facebook, Twitter, LinkedIn, Google+, Spiceworks, and YouTube.

Forward Looking Language

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. Actual results may differ significantly from management's expectations due to various risks and uncertainties, including, but not limited to: the ability to successfully complete acquisitions and integrate acquired businesses; the success of future acquisitions; the successful execution of the Company's strategic initiatives, operating plans, and marketing strategies; general economic, industry, and market sector conditions; the timing and extent of market acceptance of developed products and services; and the condition of our cash investments. A more detailed description of these and certain other factors that could affect actual results is included in Blucora, Inc.'s most recent Annual Report on Form 10-Q and subsequent reports filed with or furnished to the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Blucora, 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.

Blucora

Stacy Ybarra, 425-709-8127

stacy.ybarra@blucora.com