-----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, MrLKd4ipf6iXXJ4Hj+UgWCFECWTlU6EaPwrWVlCs+2IIhvFcrNEkkfRJzQLc5Scq MPqOXdvPdLxwu+A8K+dSKA== 0000950135-99-004658.txt : 19991018 0000950135-99-004658.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950135-99-004658 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991001 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991008 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONESOURCE INFORMATION SERVICES INC CENTRAL INDEX KEY: 0001079880 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 043204522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25849 FILM NUMBER: 99725089 BUSINESS ADDRESS: STREET 1: 300 BAKER AVENUE CITY: CONCORD STATE: MA ZIP: 01742 BUSINESS PHONE: 978-318-4300 MAIL ADDRESS: STREET 1: 300 BAKER AVE CITY: CONCORD STATE: MA ZIP: 01742 8-K 1 ONESOURCE INFORMATION SERVICES, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 1, 1999 OneSource Information Services, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-28549 04-3204522 - ------------------------------- ----------- ------------- (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification No.) 300 Baker Avenue 150 CambridgePark Drive Concord, MA 01742 Cambridge, MA 02140 - ------------------------------- ------------------- (Address of Principal Executive (Former Address) Offices) Registrant's telephone number, including area code: (978) 318-4300 2 -2- Item 2. ACQUISITION OR DISPOSITION OF ASSETS. On October 1, 1999 OneSource Information Services, Inc. (the "Registrant") acquired Corporate Technology Information Services, Inc., a Delaware corporation ("CTI"), pursuant to an Agreement and Plan of Merger dated as of September 8, 1999 (the "Merger Agreement") by and among the Registrant, OneSource Content Corporation, a Delaware corporation and wholly owned subsidiary of the Registrant ("Merger Sub") and CTI. Pursuant to the Merger Agreement, the consideration paid by the Registrant was $8 million in cash (the "Purchase Price") which Purchase Price, as well as the other terms of the transaction, were determined in arms-length negotiations among the parties. The source of the Purchase Price was proceeds from the Registrant's initial public offering effective in May 1999. A portion of the Purchase Price is being held in escrow to be released in accordance with the Merger Agreement and an Escrow Agreement, and the remainder of the Purchase Price was allocated among the stockholders of CTI. CTI was a privately held company located in Woburn, Massachusetts and is a provider of high technology company profiles with a focus on emerging private companies. The Registrant intends to continue CTI's focus and to integrate its products and services with Registrant's existing products and services. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Businesses Acquired. To be filed supplementally on or about December 10, 1999. (b) Pro Forma Financial Information. To be filed supplementally on or about December 10, 1999. (c) Exhibits. EXHIBIT NO. DESCRIPTION 2.1 Agreement and Plan of Merger dated September 8, 1999 by and among the Registrant, Corporate Technology Information Services, Inc., OneSource Content Corporation and Andrew Campbell. (Incorporated by reference to Exhibit 2.1 to the Registrant's From 8-K as filed with the Securities & Exchange Commission on September 13, 1999) 2.2 Escrow Agreement dated September 8, 1999 by and among the Registrant, Corporate Technology Information Services, Inc., Andrew Campbell and Citizens Bank of Massachusetts. (Incorporated by reference to Exhibit 2.2 to the Registrant's Form 8-K as filed with the Securities & Exchange Commission on September 13, 1999) 3 -3- 99.1 Press release of the Registrant dated September 9, 1999. (Incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K as filed with the Securities & Exchange Commission on September 13, 1999) 99.2 Press release of the Registrant dated October 1, 1999. 4 -4- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned authorized officer. ONESOURCE INFORMATION SERVICES, INC. October 8, 1999 By: /s/ Roy D. Landon ------------------------------- Roy D. Landon Vice President, Chief Financial Officer 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 2.1 Agreement and Plan of Merger dated September 8, 1999 by and among the Registrant, Corporate Technology Information Services, Inc., OneSource Content Corporation and Andrew Campbell (Incorporated by reference to Registrant's Form 8-K as filed with the Securities & Exchange Commission on September 13, 1999). 2.2 Escrow Agreement dated September 8, 1999 by and among the Registrant, Corporate Technology Information Services, Inc., Andrew Campbell and Citizens Bank of Massachusetts (Incorporated by reference to Registrant's Form 8-K as filed with the Securities & Exchange Commission on September 13, 1999). 99.1 Press release of the Registrant dated September 9, 1999 (Incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K as filed with the Securities & Exchange Commission on September 13, 1999) 99.2 Press release of the Registrant dated October 1, 1999 EX-99.2 2 PRESS RELEASE DATED OCTOBER 1, 1999 1 EXHIBIT 99.2 FOR IMMEDIATE RELEASE Contact: Donna M. Tocci, 617-520-9105 tocci@collaborative.com Lawrence Crimmins, 617-520-9153 crimmins@collaborative.com Christine Eyre, 978-318-4325 ceyre@onesource.com ONESOURCE INFORMATION SERVICES COMPLETES ACQUISITION OF CORPORATE TECHNOLOGY INFORMATION SERVICES CONCORD, MASS., OCTOBER 1, 1999 - OneSource Information Services, Inc. (NASDAQ: ONES), the first place professionals go for comprehensive business information on the Web, today announced that it has completed its acquisition of Corporate Technology Information Services, Inc. (CorpTech) for approximately $8 million in cash. CorpTech is a leading provider of high technology company profiles with a special focus on emerging private companies. "Completing our acquisition of CorpTech and its comprehensive information on privately held, high technology companies better positions OneSource to address our customers' needs and gives us greater control over editorial content," said Dan Schimmel, president and CEO of OneSource Information Services. "Acquisitions and strategic alliances are an important part of our strategy to expand the breadth and depth of our services and enhance our position as a leader in the online business information market." CorpTech, based in Woburn, Massachusetts, is a leader in private company information, collecting research on more than 50,000 high technology businesses worldwide. With over 4,000 clients, CorpTech generated $5.2 million in revenue during its last fiscal year through multiple channels including the Web, CDs, print and third-party distributors such as OneSource. ABOUT ONESOURCE INFORMATION SERVICES OneSource Information Services, Inc. provides Web-based business and financial information to professionals who need quick access to reliable corporate, industry and market intelligence. Its Business Browser product line provides sales, marketing, finance and management professionals with textual information, such as news, trade press, executive biographies and analyst reports. Business Browser products also deliver numeric information such as company financial results, stock quotes and industry statistics. OneSource integrates business and financial information on over one million global public and private companies from more than 25 information providers drawing upon over 2,500 sources of content. 2 OneSource Completes CorpTech Acquisition October 1, 1999 Page 2 of 2 Business Browser products are designed to address information needs of leading professional and financial services firms, technology companies and other large organizations including American Express, British Telecom, Deloitte & Touche, KPMG, Oracle and SAP. OneSource is headquartered in Concord, MA, with offices across the United States and United Kingdom. Product information is available by calling 1-800-554-5501 in the U.S. and +44 (0)1483 241212 in the UK, and at www.onesource.com. This news release contains certain forward-looking statements that are based on the current beliefs and expectations of the company's management, as well as assumptions made by, and information currently available to, the company's management. Such statements include those regarding the company's pursuit of strategic alliances and acquisitions and the enhancement of the company's product offerings. Because such statements involve risks and uncertainties, actual actions and strategies and the timing and expected results thereof may differ materially from those expressed or implied by such forward-looking statements, and the company's future results, performance, or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. In addition to the factors noted above, other risks, uncertainties, assumptions, and factors that could affect the company's financial results are described in the company's initial public offering prospectus dated May 19, 1999. OneSource and Business Browser are service marks of OneSource Information Services, Inc. All other products and services are trademarks or service marks of their respective companies. -----END PRIVACY-ENHANCED MESSAGE-----