-----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, S/rQCEUMuk7om856M3mC/CwYgk+SJ2O1FHpNnU8HUjBGjfGHMR0a6hWN5BIFxqjD 2kZwacfdgq1cntT/0WTv8Q== 0000927016-00-000962.txt : 20000324 0000927016-00-000962.hdr.sgml : 20000324 ACCESSION NUMBER: 0000927016-00-000962 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000314 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000323 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: 576238 BUSINESS ADDRESS: STREET 1: 80 BLANCHARD RD CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 7812293000 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 8-K 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 14, 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 15, 2000, NewsEdge Corporation, a Delaware corporation ("NewsEdge"), announced the resignation of Donald L. McLagan as Chief Executive Officer of NewsEdge and its subsidiaries, NewsEdge Canada Corporation, NewsEdge Securities Corporation and NewsEdge, K.K., effective on March 14, 2000. In addition, Mr. McLagan resigned as a director of NewsEdge, effective on March 14, 2000. NewsEdge also announced the appointment of Clifford M. Pollan, previously its President and Chief Operation Officer, as Chief Executive Officer and member of the Board of Directors. NewsEdge further announced that it had received resignations dated March 14, 2000 from two members of the Board of Directors, Ms. Ellen Carnahan and Ms. June Rokoff, each effective immediately. Rory Cowan, a current member of the Board of Directors, was appointed Chairman of the Board. Basil Regan and Peter Woodward, each of the investment firm Regan Fund Management Ltd., were concurrently appointed members of the NewsEdge Board of Directors. In filings with the Securities and Exchange Commission, Mr. Regan has reported that his beneficial ownership of NewsEdge's common stock, $.01 par value (the "NewsEdge Common Stock"), is deemed to be approximately 25% and Regan Fund Management has reported that its beneficial ownership of NewsEdge Common Stock is deemed to be approximately 8.2%. A third member of the Board of Directors representing Regan Fund Management Ltd. will be nominated to an expanded Board of Directors at the next annual meeting of the stockholders of NewsEdge. Attached hereto and incorporated by reference in its entirety as Exhibit 99.1, is a copy of the press release of NewsEdge dated March 15, 2000. ITEM 7(C). EXHIBITS. -------- 99.1 Press release by NewsEdge Corporation dated March 15, 2000. 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 21, 2000 By: /s/ Ronald Benanto ------------------------ Ronald Benanto Chief Financial Officer EXHIBIT INDEX ------------- Exhibit Number Description --------- ----------- 99.1 Press Release issued by NewsEdge Corporation on March 15, 2000 EX-99.1 2 PRESS RELEASE NEWSEDGE CORP. APPOINTS NEW CHAIRMAN, CEO AND BOARD MEMBERS Launches New B2B E-Content Commerce Enablement Strategy BURLINGTON, Mass.--(March 15, 2000) NewsEdge Corporation (NASDAQ: NEWZ) today ---- announced the Cliff Pollan will succeed company founder Donald McLagan as Chief Executive Officer. Mr. Pollan, previously President and Chief Operating Officer for NewsEdge, also takes a seat on the company's Board of Directors. In addition, Basil Regan and Peter Woodward, both of the investment firm Regan Fund Management, were elected to the Board of Directors. In other changes, Rory Cowan, President and CEO of LionBridge and a current member of the NewsEdge Board, was appointed Chairman of the Board, and Board members June Rokoff and Ellen Carnahan have resigned along with McLagan. A third Board member representing Regan Fund Management will be nominated to an expanded Board, which will be proposed at the next annual meeting. "NewsEdge has a strong plan for accelerated growth and is in the capable hands of new leadership," said Mr. Regan, who prior to joining the Board of Directors was the largest institutional shareholder of NewsEdge stock. "The company's position as the leader of electronic business news is the perfect perch to rapidly execute its strategy for content-enabled Internet commerce." With more than 1,400 enterprise customers, NewsEdge is the leader in subscription-based news services for the business market. According to Mr. Pollan, the company's strengths in refining and personalizing content for use by individual knowledge workers are already creating demand among Global 5000 corporate extranets, portals, vortals, online publishers, B2B exchanges, and major e-tailers forming online commerce relationships with their customers. "We are taking serious aim at the projected $7 trillion B2B ecommerce market," said Mr. Pollan. "Our installed client base and businesses of every kind are going online with a vengeance, and they are all keenly interested in our content as a way to make their sites more transactional. We understand how content enables commerce, and that is going to be a powerful differentiator for us." "This push into e-content services and related infrastructure offerings leverages our core strengths and significant presence in the enterprise marketplace, while providing a platform for renewed growth." said Mr. Pollan. "In addition, we have significant financial resources in place to support this effort with over $20 million in cash as reported in our year end 1999 results. Those resources will be supplemented by the $10 million proceeds from the sale of Individual.com." "Over the last twelve years, NewsEdge has become the clear leader in news value for business," said Don McLagan, retiring Chairman and CEO. "Now is the time for me to transfer the leadership role to Cliff to take the organization into the enormous new opportunities of the B2B Internet economy." 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 them 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 services approximately 1,400 organizations, including 43 of Business Week's 50 largest global companies with award-winning news and information solutions including NewsEdge Insight, NewsEdge Live, and NewsEdge Review Topics. NewsEdge is headquartered in Burlington, Mass., with sales offices and distributors throughout North America, South America, Europe and Asia. 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. NEWSEDGE MEDIA CONTACT NEWSEDGE CONTACT Deanna Runeman Brad Singer Mullen Public Relations NewsEdge Corporation 978-468-1155 781-229-3000 druneman@mullen.com brad.singer@newsedge.com -----END PRIVACY-ENHANCED MESSAGE-----