UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 6, 2004
Ask Jeeves, Inc.
(Exact Name of Registrant As Specified in its Charter)
| | | | | |
| Delaware | | 000-26521 | | 94-3334199 |
| |
| |
|
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
5858 Horton Street, Suite 350
Emeryville, California 94608
(Address of Principal Executive Offices) (Zip Code)
(510) 985-7400
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report.)
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TABLE OF CONTENTS
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A is being filed to amend Item 7 of our current report on Form 8-K dated May 6, 2004 (filed May 18, 2004), which reported our acquisition of Interactive Search Holdings, Inc. (“ISH”).
ITEM 7. FINANCIAL STATEMENTS,PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Item 7(a) of the Form 8-K filed by Ask Jeeves, Inc. on May 18, 2004 is hereby amended to include the historical financial statements of ISH and the accompanying report of ISH’s independent auditor appearing in Exhibit 99.1 to this report, which are incorporated herein by reference.
(b) Pro Forma Financial Information.
Item 7(b) of the Form 8-K filed by Ask Jeeves, Inc. on May 18, 2004 is hereby amended to include the pro forma financial information of Ask Jeeves (prepared to give pro forma effect to the acquisition of ISH) appearing in Exhibit 99.2 to this report, which is incorporated herein by reference.
(c) Exhibits.
Item 7(c) of the Form 8-K filed by Ask Jeeves, Inc. on May 18, 2004 is hereby amended to include (in addition to those exhibits originally filed) the exhibits listed in the Exhibit Index (following this Report’s signature page), which are filed with this Report.
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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.
| | | | | |
| | | | ASK JEEVES, INC. |
| | | | (Registrant) |
| | | | | |
| Date: July 20 2004 | | By: | | /s/ Brett M. Robertson |
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|
| | | | Brett M. Robertson |
| | | | General Counsel and Secretary |
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EXHIBIT INDEX
| | | |
Exhibit No.
| | Description
|
| 10.1.1 | | Lease (for Ask Jeeves’ offices in Irvington, NY), dated July 27, 1999 by and between Focus Interactive, Inc. (formerly known as CTC Bulldog, Inc.) and Bridge Street Properties LLC. |
| | | |
| 10.1.2 | | Amended Lease (for Ask Jeeves’ offices in Irvington, NY), dated September 22, 2002, by and between Focus Interactive, Inc. (formerly known as iWon, Inc.) and Bridge Street Properties LLC. |
| | | |
| 10.2.1† | | S&P Comstock Information Distribution License Agreement, dated January 13, 2000, by and between S&P ComStock, Inc. and Focus Interactive, Inc. (formerly known as iWon, Inc.). |
| | | |
| 10.2.2† | | Amendment Number 1 to Information Distribution License Agreement, dated December 5, 2001, by and between S&P ComStock Inc. and Focus Interactive, Inc. (formerly known as iWon, Inc.). |
| | | |
| 10.2.3† | | Amendment Number 2 to Information Distribution License Agreement, dated December 5, 2001, by and between S&P ComStock Inc. and Focus Interactive, Inc. (formerly known as iWon, Inc. and as The Excite Network, Inc.) |
| | | |
| 10.3.1† | | Google Services Agreement and related Order Form, dated May 23, 2003, by and between Google Technology Inc. and Focus Interactive, Inc. (formerly known as The Excite Network, Inc.). |
| | | |
| 10.3.2† | | Amendment No. 1 to Google Order Form (amending the Order Form dated May 23, 2003), dated September 19, 2003, by and between Google Inc. and Focus Interactive, Inc. |
| | | |
| 10.4† | | Google Services Agreement (Content Targeting) and related Order Form, dated September 19, 2003, by and between Google Technology Inc. and Focus Interactive, Inc. |
| | | |
| 10.5* | | Offer letter dated April 30, 2004 by and between Ask Jeeves, Inc. and F. William Daugherty, III |
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| 10.6* | | Offer letter dated April 30, 2004 by and between Ask Jeeves, Inc. and Jonas Steinman. |
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| 23.1 | | Consent of KPMG LLP, Independent Auditors |
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| 99.1 | | Historical consolidated financial statements of Interactive Search Holdings, Inc. |
| | | |
| 99.2 | | Pro forma financial information of Ask Jeeves, Inc. |
| * | | Denotes a management contract or compensatory plan. |
| |
| † | | Portions of this exhibit have been omitted and filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. |
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