-----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, EEJ2iZk45D0moaChNE9qsGDK4E1NW+Skth5jv5hqSOrlwTomBtrF5kj+4/gWHOFI J722iEyjC8HA9U5exShrQA== 0000927016-98-000876.txt : 19980309 0000927016-98-000876.hdr.sgml : 19980309 ACCESSION NUMBER: 0000927016-98-000876 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980224 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980306 SROS: NASD 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: 98559431 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 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 February 24, 1998 ----------------------------------------------------------------- Date of report (Date of earliest event reported) NewsEDGE Corporation (formerly Desktop Data, Inc.) ---------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 0-26540 04-3016142 - ------------------------------- --------------- ---------------------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 80 Blanchard Road Burlington, Massachusetts 01083 -------------------------------------------------------------------- (Address of Principal Executive Offices) (781) 229-3000 ----------------------------------------------------------------- Registrant's telephone number, including area code Exhibit Index Located on Page 5 -2- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On November 2, 1997, NewsEDGE Corporation, a Delaware corporation previously known as Desktop Data, Inc. (the "Registrant"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") providing for the merger (the "Merger") of Individual, Inc., a Delaware corporation ("Individual") with and into the Registrant. The Merger was effected on February 24, 1998 (the "Effective Time"), pursuant to a Certificate of Merger filed with the Secretary of the State of Delaware. Pursuant to the Merger Agreement, upon the Effective Time of the Merger, each outstanding share of the common stock, par value $.01 per share of Individual (the "Individual Common Stock"), other than shares held in the treasury of Individual or by the Registrant or any wholly owned subsidiary of Individual or the Registrant, was converted into the right to receive one half (1/2) of one share (the "Exchange Ratio") of the common stock, par value $.01 per share, of the Registrant (the "registrant Common Stock"), and each outstanding option or right to purchase Individual Common Stock under the Individual Amended and Restated 1989 Stock Option Plan, 1995 Incentive Stock Option Plan, 1996 Non-Employee Directors Stock Option Plan, 1996 Stock Option Plan and the Amended and Restated 1996 Stock Plan (the "Individual Stock Option Plans") and the Individual 1996 Employee Stock Purchase Plan was assumed by the Registrant and became an option or right to purchase Registrant Common Stock, with appropriate adjustments made to the number of shares issuable thereunder and the exercise price thereof based on the Exchange Ratio. Furthermore, the Registrant assumed all outstanding warrants for the purchase of Individual Common Stock which became warrants to purchase Registrant Common Stock, with appropriate adjustments made to the number of shares issuable thereunder and the exercise price thereof based on the Exchange Ratio. The Merger is intended to be a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, and is intended to be treated as a pooling of interests for financial reporting purposes in accordance with generally accepted accounting principles. The assets of Individual were used, prior to the Effective Time of the Merger, for customized news integration businesses and services, a use which the Registrant intends to continue immediately following the Merger. -3- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following financial statements and exhibits are filed as part of this report, where indicated: (a) Financial statements of the business acquired, prepared pursuant to Rule 3.05 of Regulation S-X: Financial statements for fiscal years 1995 and 1996 are incorporated by reference from Registrant's Registration Statement on Form S-4 (File No. 333-44887) filed with the Securities and Exchange Commission on January 26, 1998. The financial statements for the fiscal year 1997 are unavailable as of the date of this filing. Such financial statements will be filed on or before May 11, 1998. (c) Pro forma financial information required pursuant to Article 11 of Regulation S-X: The pro forma financial information is unavailable as of the date of this filing. Such information will be filed on or before May 11, 1998. (c) Exhibits. -------- Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger and Reorganization dated November 2, 1997, by and between Desktop Data, Inc. A Delaware corporation, and Individual, Inc., a Delaware corporation (incorporated by reference from Exhibit 2.1 in the Registrant's Registration Statement on Form S-4 (File No. 333-44887) filed with the Securities and Exchange Commission on January 26, 1998). 2.2 Certificate of Merger filed by the Registrant with the Secretary of the State of Delaware, dated February 24, 1998 (incorporated by reference from Exhibit 3.2 of the Registrant's Registration Statement on Form S-4 (File No. 333-44887). 23.1 Consent of Coopers & Lybrand, L.L.P. with respect to financial statements of Individual for the fiscal years 1995 and 1996. 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 6, 1998 By: /s/ Edward R. Siegfried ----------------------------------- Edward R. Siegfried Vice President - Finance and Operation, Treasurer and Assistant Secretary EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger and Reorganization dated November 2, 1997, by and between Desktop Data, Inc. a Delaware corporation, and Individual, Inc., a Delaware corporation (incorporated by reference from Exhibit 2.1 in the Registrant's Registration Statement on Form S-4 (File No. 333-44887) filed with the Securities and Exchange Commission on January 26, 1998). 2.2 Certificate of Merger filed by the Registrant with the Secretary of the State of Delaware, dated February 24, 1998 (incorporated by reference from Exhibit 3.2 of the Registrant's Registration Statement on Form S-4 (File No. 333-44887). 23.1+ Consent of Coopers & Lybrand, L.L.P. with respect to financial statements of Individual for the fiscal years 1995 and 1996. __________ + filed herewith EX-23.1 2 CONSENT OF COOPERS & LYBRAND L.L.P. EXHIBIT 23.1 We consent to the incorporation by reference in this Form 8-K of our report dated February 15, 1997, except for Note 2 for which the date is November 20, 1997, on our audit of the consolidated financial statements of Individual, Inc. as of December 31, 1996 and 1995, and for the three years in the period ended December 31, 1996, appearing in the registration statement on Form S-4 (SEC File No. 333-44887) of Desktop Data, Inc. filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933. /s/ Coopers & Lybrand L.L.P. ---------------------------- Coopers & Lybrand L.L.P. Boston, Massachusetts March 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----