-----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, CFyXd275cZeO0g+uIdsrpWSTkzeLduNvjz1ReOK6ab87w/Goy8Y+z8/AHHD7r71W +yUoCBfMhc6QjCYcRCt1QA== 0001144204-05-038426.txt : 20051201 0001144204-05-038426.hdr.sgml : 20051201 20051201140302 ACCESSION NUMBER: 0001144204-05-038426 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051128 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051201 DATE AS OF CHANGE: 20051201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIND SVP INC CENTRAL INDEX KEY: 0000801338 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 132670985 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-75828 FILM NUMBER: 051237118 BUSINESS ADDRESS: STREET 1: 625 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126454500 8-K 1 v030746_8k.htm

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): November 28, 2005
 

 
Find/SVP, Inc.
(Exact Name of Registrant as Specified in its Charter)
 

 
New York
0-15152
13-2670985
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
625 Avenue of the Americas, New York, NY
10011
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (212) 645-4500
 
N/A
(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))
 
 
 

 
 
Section 1 - Registrant’s Business and Operations

Item 1.01 - Entry into a Material Definitive Agreement.
 
On November 28, 2005, Find/SVP, Inc. (the “Company”), completed a transaction whereby it sold the “Find.com” URL, and licensed certain related intellectual property assets, to Tigo Search, Inc. (“Tigo Search”), a majority-owned subsidiary of Scientigo Inc. (“Scientigo”) pursuant to the terms of a transaction agreement on such date. The Consideration for the transaction consisted of: (i) an upfront payment of $400,000 at closing consisting of $250,000 in cash and $150,000 of Scientigo common stock at a price of $1.3325 per share; (ii) a note for $100,000 payable in cash within sixty (60) days of the date on which the rescission and exchange period terminates as outlined in Scientigo’s registration statement on Form S-4; and (iii) a 49% interest in Tigo Search. Scientigo also has the option until May 28, 2006 to acquire the Company’s 49% interest in Tigo Search for $700,000, payable $350,000 in cash and $350,000 in Scientigo common stock at a price of $1.3325 per share. In accordance with the terms of the Operating Agreement of FIND.COM, LLC dated 9/24/04, and a written consent executed by the members of FIND.COM, LLC, the Company expects to retain approximately 59% of the net proceeds (after payment of certain obligations and transaction costs related to FIND.COM, LLC) realized from this transaction, with the remainder being passed through to the remaining members of FIND.COM, LLC.

As a result of this transaction and subject to the final determination of deferred consideration discussed above in addition to various transaction fees, the Company anticipates realizing a small gain on the sale.

A copy of the press release announcing this transaction is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits

(d)

Exhibit
Description
   
99.1
Press Release dated November 28, 2005 with respect to the Registrant’s involvement in the completed transaction involving the sale of the “Find.com” URL and licensing of certain related intellectual property assets.
 
 
 

 

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.
 
Dated: December 1, 2005
 
     
  FIND/SVP, INC.
 
 
 
 
 
 
  By:   /s/ Peter Stone
 
Name: Peter Stone
  Title:  Chief Financial Officer 
 
 
 

 
 
EXHIBIT INDEX


Exhibit
Description
   
99.1
Press Release dated November 28, 2005 with respect to the Registrant’s involvement in the completed transaction involving the sale of the “Find.com” URL and licensing of certain related intellectual property assets.

 
 

 
EX-99.1 2 v030746_ex99-1.htm
Exhibit 99.1
 
Scientigo and Find SVP Announce Find.com to Showcase Tigo Search Technology
 
Scientigo's Tigo intelligent search technology, together with an URL that is unforgettable, will be a powerful combination 
 
CHARLOTTE, N.C.--(BUSINESS WIRE)--Nov. 28, 2005--Scientigo Inc. (OTCBB:MKTE - News), a developing technology leader in enterprise content management, and Find SVP (OTCBB:FSVP - News), a leading single-source provider of custom business research, today announce a transaction that will result in a new, more powerful "Find.com". The new Find.com is expected to be unveiled in 90 to 120 days, and will focus on personalized local, mobile, and product searches. Relevance and accuracy of the searches will be enabled leveraging Scientigo's patented 'Tigo' technology.
 
"Scientigo's Tigo Search technology will provide the fuel that Find.com needs to enable a superior and differentiated search product to consumers, businesses, and advertisers in the marketplace," said Doyal Bryant, CEO of Scientigo. "Scientigo also gains a high-profile search domain name to showcase our technology's unmatched content recognition, management, and search capabilities."
 
David Walke, Chairman of Find SVP, stated: "Scientigo's technology expertise makes them an ideal partner to take Find.com to the next level. Their personalized search capabilities in particular hold great promise for Find.com as the premiere destination for mobile and Internet users."
 
The new Find.com will not compete directly with established search engine leaders. Rather, the new Find.com service will leverage Scientigo's Tigo intelligent search technology to exploit lucrative niches in the search arena today, starting with personalized local, mobile, and product search.
 
"There are significant opportunities that remain in search, and Scientigo's technology has immense power to help us deliver on those opportunities," said Chris Travers, CEO of the new Find.com. "There is a lot of room for improvement in local, mobile, and product search, and Scientigo's technology will make the difference. In the enterprise search environment, Tigo has shown it can store massive amounts of data-whether structured or unstructured, regardless of type or location-and allow rapid retrieval in a highly scalable and cost effective manner. We look forward to deploying this in the consumer marketplace."
 
This acquisition is the latest in a series of strategic purchases, partnerships, alliances, and technology licenses between Scientigo and leaders in specific vertical industries, including intelligent search, intelligent document recognition, and intelligent enterprise content management.
 
The new Find.com will have operations and technology located and managed from Scientigo's Charlotte, N.C. headquarters. As a result of this transaction, Find.com is owned by a majority-owned subsidiary of Scientigo, Tigo Search, Inc. Scientigo contributed a Tigo search license to the subsidiary, and paid Find SVP $500,000 in cash, note, and Scientigo common stock, together with 49% of the subsidiary, for contributing the Find.com URL and related assets. Scientigo also has an option to acquire the 49% of Tigo Search, Inc., owned by Find SVP for $700,000 in cash and Scientigo common stock during the next six months.
 

 
ABOUT SCIENTIGO
 
Scientigo (pronounced "see-EHN-ti-go") is an emerging technology leader that invented, patented, and is now licensing the next-generation of intelligent document recognition, intelligent enterprise content management, and intelligent search technologies for consumers and the enterprise. Scientigo's patented 'Tigo' technology creates order from information chaos by using artificial intelligence, machine learning, rules-based systems, and patented XML technology to make it faster, easier, and less costly to capture, file, organize, and retrieve any type of information. This boosts employee productivity and corporate agility, reduces document management and research costs, and delivers ROI practically overnight. World-leading third-party independent software and solution providers are licensing Scientigo's technologies to dramatically improve the capabilities, benefits, and market appeal of their offerings; and to speed their time-to-market for the next-generation of intelligent information acquisition and retrieval systems. Scientigo can be reached on the Web at http://www.Scientigo.com.
 
ABOUT FIND SVP
 
FIND SVP, Inc. (OTC Bulletin Board: FSVP - News) is a knowledge services company that leverages the expertise and resources of its professional research teams to help its member clients protect and further their business interests. FIND SVP helps executives enhance their business performance, profit from opportunities and address critical issues through targeted research and advisory work, providing its nearly 2,000 member clients with a competitive business advantage. Founded in 1969, FIND SVP is the second largest member of the global SVP Group, which serves more than 75,000 executives in 11,000 companies worldwide. FIND SVP is located at 625 Avenue of the Americas, New York, N.Y. 10011. More information is available by calling 212-645-4500 or visiting FIND SVP's website at http://www.FindSVP.com 
 
NOTE TO PRESS:
 
Comprehensive resources are available for this story, including people and/or product photographs, company and/or product logos, executive interviews, industry sources, analyst contacts, answers to frequently asked questions, industry research and data, white papers, corporate and product briefs, and more. Please call Mike Lizun at Gregory FCA at (610) 642-8253 or write to Mike@GregoryFCA.com.
 
This news release may contain forward-looking statements. Forward-looking statements are indicated by words such as "expects," "intends," "anticipates," "believes" and similar expressions. Our ability to achieve the results anticipated in such forward-looking statements is subject to risks and uncertainties, including, without limitation, the potential interest of third parties in our intellectual property portfolio, any potential growth of our company, our ability to successfully maximize the value of our intellectual property assets, in addition to general economic conditions, operating results, market acceptance of our solutions and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission. These forward-looking statements are made in accordance with "safe harbor" provided by the Private Securities Litigation Reform Act of 1995 and no assurance can be given that the future results that are the subject of such forward-looking statements will be achieved. The Company undertakes no obligation to publicly update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise.
 
Contact:
Gregory FCA
Mike Lizun, Vice President
610-642-8253
Mike@GregoryFCA.com
 

Source: Scientigo Inc.
 

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