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
April 21, 2014
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 N.E. 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:
| ¨ | Written communication 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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
On April 21, 2014, Blucora, Inc. (the “Company”) issued a press release announcing the acquisition of the How Stuff Works business from Discovery Communications LLC. The Company and its wholly-owned subsidiary, InfoSpace LLC, paid approximately $45 million for the assets, rights, intellectual property, and personnel of the How Stuff Works business, which consists of the howstuffworks.com website and related sites and content. The Company’s press release announcing this acquisition is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
99.1 Press release dated April 21, 2014
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: April 21, 2014
| BLUCORA, INC. | ||
| By: | /s/ Linda Schoemaker | |
| Linda Schoemaker | ||
| General Counsel and Secretary | ||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| EX-99.1 | Press release dated April 21, 2014 | |
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Exhibit 99.1
Blucora Announces Agreement to Acquire HowStuffWorks
Combines InfoSpace with Premier Digital Content Brand
BELLEVUE, WA and NEW YORK, NY– April 21, 2014 – Blucora™, Inc. (NASDAQ: BCOR) and Discovery Communications (NASDAQ: DISCA) today announced they have entered into a definitive agreement for Blucora to acquire the assets and operations of HowStuffWorks, a trusted digital information resource, from Discovery Communications, the world’s #1 pay-TV programmer. The all-cash transaction is expected to close in the second quarter of 2014, subject to customary closing conditions.
Founded in 1998, HowStuffWorks offers credible, unbiased and easy-to-understand explanations for how the world actually works in thousands of topic areas. HowStuffWorks’ growing digital audience generates approximately 200 million page views and 38 million unique visitors per month, with multi-format content that drives deep engagement across desktop, tablet and mobile devices. HowStuffWorks is recognized with multiple Webby Awards and included among Time Magazine’s “25 Web Sites We Can’t Live Without” and PC Magazine’s “Top 100 Web Sites.”
“We are thrilled to welcome HowStuffWorks to Blucora,” said Bill Ruckelshaus, President and Chief Executive Officer of Blucora. “HowStuffWorks is a leading and trusted online source for high-quality content that informs, educates, and nourishes the curiosity of millions of people of all ages. We look forward to working with the talented HowStuffWorks team and are excited about their future potential.”
As part of the transaction, Discovery Communications will retain its key client relationships and partner with Blucora and HowStuffWorks to continue to deliver native advertising solutions. Discovery also will have ongoing access to HowStuffWorks video assets, consistent with Discovery’s strategic shift toward video content.
Blucora expects to fund the transaction with cash on hand. Upon completion of the acquisition, HowStuffWorks will join the reporting segment that includes Blucora’s InfoSpace business, a leading provider of white label search and monetization solutions.
About Blucora™
Blucora, Inc. (NASDAQ: BCOR) operates a diverse group of Internet businesses. Its mission is to deliver long-term value to its customers, partners and shareholders through financial discipline, operational expertise, and technology innovation. Recently named one of Fortune® Magazine’s 100 Fastest-Growing Companies, Blucora’s online businesses reach millions of users worldwide every day. Blucora is headquartered in Bellevue, Washington. For more information, please visit www.Blucora.com.
About Discovery Communications
Discovery Communications (NASDAQ: DISCA, DISCB, DISCK) is the world’s #1 pay-TV programmer reaching 2.5 billion cumulative subscribers in over 220 countries and territories. Discovery is dedicated to satisfying curiosity through more than 190 worldwide television networks, led by Discovery Channel, TLC, Animal Planet, Science and Investigation Discovery, as well as U.S. joint venture networks OWN: Oprah Winfrey Network and the Hub Network. Across the Nordic region, Discovery owns and operates SBS Discovery Media, a top-three portfolio of television brands that feature leading nonfiction content, as well as locally produced entertainment programs, sports and the best scripted series and movies from major studios. Discovery also is a leading provider of educational products and services to schools, including an award-winning series of K-12 digital textbooks, and a digital leader with a diversified online portfolio, including Discovery Digital Networks. For more information, please visit www.discoverycommunications.com.
Contacts:
Blucora
Stacy Ybarra, 425-709-8127
stacy.ybarra@blucora.com
Discovery Communications
Amber Harris, 240-662-5235
amber_harris@discovery.com