-----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, INHfn7rmNjhxF+Pi9RmX//LDmtkXoFcAg2EYk95IftuaLJfZtippwcPj72SUf3ka i4r84Ws/vM4NctjJlxb2Cg== 0000927016-01-502411.txt : 20010814 0000927016-01-502411.hdr.sgml : 20010814 ACCESSION NUMBER: 0000927016-01-502411 CONFORMED SUBMISSION TYPE: SC14D9C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010813 SUBJECT COMPANY: 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: SC14D9C SEC ACT: 1934 Act SEC FILE NUMBER: 005-44899 FILM NUMBER: 1707631 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 FILED BY: 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: SC14D9C 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 SC14D9C 1 dsc14d9c.txt SCHEDULE 14D-9C SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (RULE 14D-101) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 NEWSEDGE CORPORATION (Name of Subject Company) NEWSEDGE CORPORATION (Name of Persons Filing Statement) Common Stock, $0.01 Par Value (Title of Class of Securities) 652 49 Q106 (CUSIP Number of Class of Securities) Clifford M. Pollan President NewsEdge Corporation 80 Blanchard Road Burlington, MA 01803 (781) 229-3000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement) With copies to: Lawrence S. Wittenberg, Esq. Lawrence A. Gold, Esq. Testa, Hurwitz & Thibeault, LLP 125 High Street Boston, MA 02110 (617) 248-7000 [X]Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ The following is a press release issued by NewsEdge Corporation on August 13, 2001 announcing NewsEdge's operating results for the second quarter of 2001 and providing information regarding the proposed tender offer and merger. ================================================================================ NewsEdge Reports Q2 2001 Operating Results $43 MILLION ACQUISITION VIA CASH TENDER OFFER BY THE THOMSON CORPORATION PENDING BURLINGTON, MA, AUGUST 13, 2001 -- NewsEdge Corporation (Nasdaq:NEWZ), a global provider of content services for business, today reported 2001 second quarter revenues of $16.4 million, and net income of $0.1 million, or $0.01 per basic and diluted share for the three-month period ended June 30, 2001, compared to revenue of $17.7 million, and a net loss of $1.3 million, or $0.12 per basic and diluted share ($0.08 loss including discontinued operations) in the year-ago second quarter. The Company's operating results for the 2001 second quarter were impacted by $0.3 million of severance related costs, partially offset by $0.2 million of favorable reductions in salary expense due to the implementation of a new vacation carryover policy. NewsEdge's 2001 Q2 results benefited from a $0.8 million one-time gain from the sale of its equity interests in NewsWatch, KK. The year-ago second quarter included two non-recurring charges: $0.7 million related to remaining employee retention expenses under the terminated RoweCom merger agreement and a $0.5 million reversal of merger acquisition-related expenses no longer deemed necessary by Management. Excluding all one-time items, NewsEdge's net loss in the second quarter was $0.6 million, compared to a net loss of $1.8 million in the 2000 second quarter, and a net loss of $0.7 million in the 2001 first quarter. For the six-month period ended June 30, 2001, NewsEdge generated revenue of $33.5 million, and a net loss of $1.1 million, or $0.06 per basic and diluted share, versus revenue of $35.0 million, and a net loss of $4.8 million (including a $6.3 million net gain on the disposal of Individual.com, Inc.), or $0.28 per basic and diluted share ($0.52 per share loss from continuing operations) in the first half of 2000. On August 7, 2001, The Thomson Corporation (TSE:TOC), a leading e-information and solutions company in the business and professional marketplace, announced the signing of a definitive agreement to acquire NewsEdge in a cash tender offer valued at approximately $43 million, or $2.30 per outstanding NEWZ share. The closing of the offer is expected to be completed in the second half of 2001, and is conditioned upon the tender of a majority of NewsEdge's shares and customary closing conditions. The offer will be followed by a back-end merger of the Thomson subsidiary with and into NewsEdge on the same terms as those in the offer. All of NewsEdge's directors, certain of its executive officers, and a significant NEWZ shareholder have all pledged to tender their shares pursuant to the Thomson offer and/or vote in favor of the acquisition. Thomson stated that it plans to align NewsEdge with The Dialog Corporation, as part of The Thomson Legal & Regulatory market group. ABOUT NEWSEDGE NewsEdge Corporation (NASDAQ: NEWZ) is a global provider of content solutions for business. Its customers include both content creators and the operators of the world's most active Web sites. NewsEdge offers technology and services for its customers to create, manage and deploy content for millions of end-users through enterprise sites, portals, publisher Web sites and distribution channels. NewsEdge services make organizations smarter, attract specialized audiences, foster high-frequency usage, promote Web site "stickiness" and ultimately cultivate commerce. NewsEdge serves thousands of sites and companies with highly targeted content solutions from the NewsEdge Refinery, including industry-specific topics, wireless services, turn-key permission marketing and publishing tools, outsourced editorial capabilities and sub-second live news feeds and applications. The NewsEdge Refinery combines a patented combination of sophisticated technology and human editorial review to deliver highly targeted news on more than 2,000 business topics from more than 2,000 sources. NewsEdge is headquartered in Burlington, Mass., with offices and distributors throughout North America, South America, Europe, Japan and the Middle East. For more information about NewsEdge Corporation, visit www.NewsEdge.com. (more) (C)NewsEdge Corporation, 2001, all rights reserved. NewsEdge is a registered trademark of NewsEdge Corporation. All other product or service marks mentioned herein are those of NewsEdge or their respective owners. This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including forward-looking statements regarding revenue, profit, and other performance expectations, the future success of the Company's business, marketing, and technology strategies, future market opportunities, and the future market acceptance of and demand for the Company's products. These statements are neither promises nor guarantees, but involve risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including without limitation risks relating to market acceptance of and demand for the Company's products, risks of downturns in economic conditions generally, risks associated with competition and competitive pricing pressures, risks relating to intellectual property rights and litigation, risks in technology development and commercialization, the risk of operating losses, risks in product development, risks associated with international sales, and other risks detailed in the Company's filings with the S.E.C, including those appearing under the caption "Risk Factors" in the Company's annual report filed on S.E.C. Form 10-K for the year ended December 31, 2000. The Company cautions readers and listeners not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in Company expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. This news release is for informational purposes only. It does not constitute an offer to purchase shares of NewsEdge or a solicitation/recommendation statement under the rules and regulations of the Securities and Exchange Commission. At the time Thomson commences the offer, Thomson will file with the Securities and Exchange Commission a tender offer statement on Schedule TO and NewsEdge will file a solicitation/recommendation statement on Schedule 14D-9. THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION AND SECURITY HOLDERS OF NEWSEDGE ARE ADVISED TO CAREFULLY READ THOSE DOCUMENTS (WHEN THEY BECOME AVAILABLE) BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. These documents will be provided to NewsEdge security holders at no expense to them and, when filed with the Securities and Exchange Commission, may be obtained free at www.sec.gov. Contact Investor inquiries Media inquiries - ------- ------------------ --------------- Ron Benanto Robert Rinderman David Scott NewsEdge Jaffoni & Collins NewsEdge (781) 229-3000 (212) 835-8500 (781) 229-3000 ron.benanto@newsedge.com NEWZ@jcir.com david.scott@newsedge.com - ------------------------ ------------- ------------------------ (financial tables follow) NEWSEDGE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data)
JUNE 30, DECEMBER 31, 2001 2000 ---------- --------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 16,399 $ 18,320 Restricted cash 375 404 Accounts receivable 11,237 16,645 Due from Office.com - 1,000 Prepaid expenses and deposits 3,819 3,748 ---------- --------- Total current assets 31,830 40,117 ---------- --------- Property and equipment, net 9,114 8,782 ---------- --------- Other assets 346 345 ---------- --------- Total assets $ 41,290 $ 49,244 ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 6,907 $ 5,761 Accrued expenses 9,462 12,900 Deferred revenue, current 21,164 25,837 Total current liabilities 37,533 44,498 ---------- --------- Deferred revenue, noncurrent 29 35 ---------- --------- Stockholders' equity: Common stock 191 190 Additional paid-in capital 131,716 131,682 Cumulative translation adjustment (56) (104) Accumulated deficit (125,397) (124,331) Treasury stock, at cost; 432,000 shares (2,726) (2,726) ---------- --------- Total stockholders' equity 3,728 4,711 ---------- --------- Total liabilities & stockholders' equity $ 41,290 $ 49,244 ========== =========
(Statements of Operations follows) NEWSEDGE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data)
Three Months Ended Six Months Ended June 30, June 30, ------------------------- ---------------------- 2001 2000 2001 2000 -------- ------- -------- ------- Total revenues $ 16,422 $ 17,672 $ 33,525 $ 35,001 Costs and expenses: Cost of revenues 6,704 7,605 13,086 15,171 Customer support expenses 1,126 1,345 2,328 2,843 Development expenses 2,333 2,384 4,645 5,627 Sales and marketing expenses 5,893 7,685 12,662 17,451 General and administrative expenses 1,132 1,420 2,028 4,013 Merger, disposition and other charges - (453) - (453) -------- -------- -------- -------- Total costs and expenses 17,188 19,986 34,749 44,652 -------- -------- -------- -------- Loss from operations (766) (2,314) (1,224) (9,651) Gain on sale of NewsWatch KK 774 - 774 - Interest income and other, net 139 275 372 504 -------- -------- -------- -------- Income (loss) from continuing operations before provision for income taxes 147 (2,039) (78) (9,147) taxes Provision for income taxes 9 15 18 39 -------- -------- -------- -------- Net income (loss) from continuing operations 138 (2,054) (96) (9,186) Loss from discontinued operations, net - - - (1,859) Net gain on disposal of Individual.com, Inc. - 773 (970) 6,267 -------- -------- -------- -------- Income (loss) from discontinued operations - 773 (970) 4,408 -------- -------- -------- -------- Net income (loss) $ 138 $ (1,281) $ (1,066) $ (4,778) ======== ======== ======== ======== Basic and diluted net income (loss) per share Continuing operations $ 0.01 $ (0.12) $ (0.01) $ (0.52) Discontinued operations - 0.04 (0.05) 0.24 -------- -------- -------- -------- Total $ 0.01 $ (0.08) $ (0.06) $ (0.28) ======== ======== ======== ======== Weighted average common shares outstanding - basic 18,620 17,696 18,614 17,690 ======== ======== ======== ======== Weighted average common shares outstanding - diluted 18,627 17,696 18,614 17,690 ======== ======== ======== ========
# 2000 second quarter expenses include certain non-recurring charges totaling $215,000. These include $668,000 in costs related to final retention payments as part of the termination of the Rowecom, Inc. acquisition of NewsEdge offset by the reversal of $453,000 acquisition related reserves Management deemed no longer required. Year-to-date 2000 expenses include charges totaling $3,649,000. These include $2,036,000 related to retention payments, transaction costs and expenses incurred as part of the Rowecom, Inc. termination, $2,066,000 in asset writie-offs and reserves associated with the Company's transition to its new strategic direction and the ($453,000) reversals of acquisition related reserves Management deemed no longer required. # 2001 first quarter expenses include certain non-recurring reserve reductions totaling ($519,000). These include ($456,000) in royalty reserves and ($63,000) in strategy change reserves Management deemed no longer required. # 2001 second quarter expenses include non-recurring vacation policy change accrual reductions of ($239,000) and also includes fully loaded severance expenses of $307,000 # # # -----END PRIVACY-ENHANCED MESSAGE-----