-----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, G33GbEWPU/ojQJ+/x8e6Z6YWLjFs1DoDuCj+GL0gcthXxnOKlGsNHBvOwXJO+WvG Uk/tTDhw8urAgtpAYhlnRQ== 0000927016-00-000870.txt : 20000315 0000927016-00-000870.hdr.sgml : 20000315 ACCESSION NUMBER: 0000927016-00-000870 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000307 ITEM INFORMATION: FILED AS OF DATE: 20000314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWSEDGE CORP CENTRAL INDEX KEY: 0000858912 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 043016142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26540 FILM NUMBER: 569298 BUSINESS ADDRESS: STREET 1: 80 BLANCHARD RD CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6172293000 MAIL ADDRESS: STREET 1: DESKTOP DATA INC STREET 2: 80 BLANCHARD RD CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: DESKTOP DATA INC DATE OF NAME CHANGE: 19950629 8-K 1 FORM 8K 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): March 7, 2000 NewsEdge Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-26540 04-3016142 - ---------------------------- ----------- ----------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 80 Blanchard Road, Burlington, MA 01803 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code: (781) 229-3000 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report). ITEM 5. OTHER EVENTS. ------------ On March 6, 2000, NewsEdge Corporation, a Delaware corporation ("NewsEdge"), RoweCom Inc., a Delaware corporation ("RoweCom") and RoweCom Merger Corporation, a Delaware corporation and wholly-owned subsidiary of RoweCom agreed to terminate the Agreement and Plan of Merger and Reorganization, dated as of December 7, 1999 (the "Merger Agreement"), by mutual consent. By virtue of the termination of the Merger Agreement, the Voting Agreement among NewsEdge, RoweCom, RoweCom Merger Corporation, Donald L. McLagan, NewsEdge's Chief Executive Officer and Chairman of the Board and holder of approximately 12.19% of the outstanding common stock, $.01 par value, of NewsEdge, and Dr. Richard Rowe, RoweCom's Chief Executive Officer and Chairman of the Board and holder of approximately 16.8% of the outstanding common stock, $.01 par value, of RoweCom terminated simultaneously. Attached hereto and incorporated by reference in their entirety as Exhibits 2.1 and 99.1, respectively, are copies of (1) the Termination Agreement and (2) a joint press release of NewsEdge and RoweCom dated March 7, 2000. ITEM 7(C). EXHIBITS. -------- 2.1 Termination Agreement dated as of March 6, 2000 among NewsEdge Corporation, RoweCom Inc. and RoweCom Merger Corporation. 99.1 Joint press release by NewsEdge Corporation and RoweCom Inc. dated March 7, 2000 (attached as Exhibit A to Item 2.1). 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. NEWSEDGE CORPORATION Date: March 14, 2000 By: /s/ Ronald Benanto ------------------------------ Ronald Benanto Chief Financial Officer EXHIBIT INDEX -------------
Exhibit Number Description ------ ----------- 2.1. Termination Agreement, dated as of March 6, 2000 among NewsEdge Corporation, RoweCom Inc. and RoweCom Merger Corporation. 99.2. Press Release issued jointly by NewsEdge Corporation and RoweCom Inc. on March 7, 2000 (attached as Exhibit A to Exhibit 2.1).
EX-21 2 TERMINATION AGREEMENT Exhibit 2.1 TERMINATION AGREEMENT --------------------- TERMINATION AGREEMENT, dated as of March 6, 2000 (this "Agreement"), among ROWECOM INC., a Delaware corporation ("Parent"), ROWECOM MERGER CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and NEWSEDGE CORPORATION, a Delaware corporation (the "Company"). WHEREAS, the parties hereto are parties to an Agreement and Plan of Merger and Reorganization, dated as of December 7, 1999 (the "Merger Agreement"; ---------------- capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Merger Agreement); WHEREAS, Section 12(a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by the written agreement of each of Parent and the Company; WHEREAS, the Board of Directors of each of Parent and the Company has determined that it is in the best interests of their respective companies and shareholders to terminate the Merger Agreement, and has authorized the termination of the Merger Agreement pursuant to Section 12(a) thereof, upon the terms and subject to the conditions of this Agreement; NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Agreement, the parties hereto agree as follows: SECTION 1. Termination. Effective immediately upon execution of this ----------- Termination Agreement, the Merger Agreement is hereby terminated pursuant to Section 12(a) thereof by the mutual written agreement of the parties thereto. SECTION 2. Effect of Termination; Mutual Discharge and Waiver. -------------------------------------------------- (a) Except as expressly provided in this Agreement and notwithstanding Section 12(h) of the Merger Agreement, as a result of the termination of the Merger Agreement pursuant hereto, the Merger Agreement shall become void, and there shall be no liability under the Merger Agreement on the part of any party hereto or any of their respective affiliates, subsidiaries, directors, officers, employees, agents, financial and legal advisors and other representatives, and all rights and obligations of each party thereto shall cease, including, without limitation, the rights and obligations set forth in Sections 12 and 14.3 of the Merger Agreement and any liability for the willful or intentional breach of any representations, warranties, covenants or agreements contained therein. (b) All costs and expenses incurred in connection with this Agreement, the Merger Agreement, and the Voting Agreement (as defined below) or the transactions contemplated hereby and thereby shall be paid by the party incurring such expenses or as otherwise agreed upon between the parties. (c) Each party hereto hereby releases each other party hereto and their respective directors, officers, shareholders, employees, agents, financial and legal advisors and other representatives from any and all liabilities and obligations, claims, causes of action and suits, arising out of or relating to the Merger Agreement, the Voting Agreement, and the transactions contemplated thereby, including, without limitation, any liability or obligation set forth in Sections 12 and 14.3 of the Merger Agreement and any liability or obligation arising out of any breach or alleged breach of any representation, warranty, covenant or agreement contained in the Merger Agreement or the Voting Agreement. SECTION 3. Acknowledgment of Termination of Voting Agreement. The ------------------------------------------------- Parent and the Company each acknowledge that, by virtue of the termination of the Merger Agreement pursuant to Section 1 hereof, the Voting Agreement (the "Voting Agreement"), dated as of December 7, 1999, between the Parent, the Merger Sub, the Company, Donald L. McLagan and Dr. Richard R. Rowe shall simultaneously terminate in accordance with its terms. SECTION 4. Public Announcements. The initial press release -------------------- concerning the execution and delivery of this Agreement and the termination of the Merger Agreement shall be a joint press release and shall be in the form of Exhibit A hereto. SECTION 5. Confidentiality and Nondisparagement Agreement. ---------------------------------------------- (a) Notwithstanding anything contained in this Agreement or in the Merger Agreement to the contrary, the provisions of the confidentiality agreement between Parent and the Company (the "Confidentiality Agreement") shall survive in accordance with its terms. Parent and the Company each acknowledge the request made hereby of the other to return or destroy any proprietary information (as defined in the Confidentiality Agreement) as to which it is the receiving party, pursuant to the terms of such Confidentiality Agreement. (b) For a period of one (1) year commencing on the Effective Date, each party hereto agrees that it shall not disparage or in any way portray the other party or the other party's products, services or trade names, either directly or indirectly, in the form of oral statements, written statements, electronic communications or otherwise, in a negative light. Each party shall not make, direct others to make, suggest to others to make or otherwise directly or indirectly cause or assist others to make disparaging, false or misleading statements (whether in the form of oral statements, written statements, electronic or other communications), or engage in misleading conduct regarding the other party or the other party's products, services or trade names. Upon expiration of the one (1) year period set forth above, the parties' conduct with respect to the issues set forth in Section 5, shall be governed by applicable law. SECTION 6. Governing Law. This Agreement shall be governed by the ------------- laws of the State of Delaware. SECTION 7. Specific Performance. The parties hereto agree that -------------------- irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. SECTION 8. Headings. The descriptive headings contained in this -------- Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 9. Miscellaneous. This Agreement can be modified or amended ------------- only be a writing signed by the parties hereto. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. ROWECOM INC. By: /s/ Richard R. Rowe ------------------------------- Name: Richard R. Rowe Title: Chairman and Chief Executive Officer ROWECOM MERGER CORPORATION By: /s/ Richard R. Rowe ------------------------------- Name: Richard R. Rowe Title: President NEWSEDGE CORPORATION By: /s/ Donald L. McLagan ------------------------------- Name: Donald L. McLagan Title: Chairman and Chief Executive Officer EX-99.2 3 PRESS RELEASE Exhibit A --------- ROWECOM AND NEWSEDGE END ACQUISITION AGREEMENT; MOVE AHEAD WITH PARTNERSHIP WESTWOOD, Mass. and BURLINGTON, Mass.--(March 7, 2000) RoweCom Inc. (Nasdaq: ROWE) and NewsEdge Corporation (Nasdaq: NEWZ), today jointly announced that they have agreed by mutual consent to terminate their acquisition agreement. Under the agreement, which was announced on December 7, 1999, RoweCom would have acquired NewsEdge Corporation in a stock transaction. The companies have chosen instead to move forward with a partnership that will enable the services of both companies to be integrated in ways that benefit their customers. . RoweCom intends to offer NewsEdge services to its clients to provide timely and customized business, technical and political news from hundreds of sources, contextually organized into NewsEdge Review(TM) topics. . Similarly, links embedded within NewsEdge stories would provide access to related kStore offerings from over 200,000 magazines and journals; 5,300 electronic journals; 4,000 market research reports and 12 million article abstracts and citations from RoweCom's vast catalog; as well as millions of books via RoweCom partners barnesandnoble.com and Books24x7.com. The partnership is expected to financially benefit RoweCom and NewsEdge in two ways. First, by making both companies' services available to one another's client base, RoweCom and NewsEdge tap new distribution channels, expanding their respective potential user bases. Second, the addition of new services is expected to increase purchasing among existing clients with little incremental cost to the companies. ABOUT ROWECOM A first mover in business-to-business e-commerce, RoweCom Inc. develops and operates Web-based services that enable organizations to manage the acquisition of knowledge resources such as magazines, newspapers, journals and books. RoweCom's flagship services, Knowledge Store (kStore) and Knowledge Library (kLibrary), allow organizations to order, pay for and manage over 200,000 titles online as well as millions of discounted books via RoweCom partner barnesandnoble.com. With clients ranging from Fortune 1000 companies to academic libraries, RoweCom serves organizations with intensive knowledge requirements and high-volume purchases. Faxon, a long-established leader in academic information services, joined RoweCom in October 1999 to offer expanded Internet and e-commerce tools as well as new levels of control, convenience, and cost-savings to their clients. Faxon, RoweCom Academic and Biomedical Services, continues its role as an industry leader providing traditional print and e- journal services; budgeting and collection development solutions; high-quality personal service; and cutting-edge web-based services including Subscription Depot, License Depot, and Information Quest (IQ). The publicly held company (Nasdaq: ROWE) is headquartered in Westwood, Mass. and has offices in North ---- America, Europe and Australia as well as a presence in South America, Japan and the Middle East. Visit the RoweCom Website at http://www.rowe.com. - ------------------- ABOUT NEWSEDGE CORPORATION NewsEdge Corporation (Nasdaq: NEWZ) is the leader in global news and current ---- awareness solutions for business. The Company's mission is to make news valuable for business by helping people find the most important, relevant stories from an overwhelming volume of daily news and enabling them to act on the most current information possible. NewsEdge's Enterprise unit serves approximately 1,400 organizations, including 43 of Business Week's 50 largest global companies with award-winning news and information solutions including NewsEdge Insight(TM), NewsEdge Live(TM), and NewsEdge Review(TM) topics. NewsEdge is headquartered in Burlington, Massachusetts with sales offices and distributors throughout North America, South America, Europe, Japan and the Middle East. For more information about NewsEdge Corporation, please visit the company's Web site at http://www.newsedge.com. ----------------------- Except for the historical information contained herein, the matters discussed in this news release may contain forward-looking statements made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties. RoweCom's or NewsEdge's actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in each company's respective SEC filings. ROWECOM CONTACT NEWSEDGE CONTACT Paul Burmeister Ron Benanto RoweCom Inc. NewsEdge Corporation (617) 497-5800 (781) 229-3000 pburmeister@rowe.com ron.benanto@newsedge.com ROWECOM INVESTOR CONTACT ROWECOM MEDIA CONTACT Gene Marbach Joanne Gallucci Makovsky & Co Makovsky & Co (212) 508-9645 (212) 508-9648 Emarbach@makovsky.com Jgallucci@makovsky.com
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