UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 24, 2001
INSWEB CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 000-26083 94-3220479
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11290 Pyrites Way, Suite 200
Gold River, California 95670-4481
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 853-3300
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 24, 2001, InsWeb Corporation ("InsWeb") acquired from Intuit
Inc. ("Intuit"), certain assets and related liabilities (the "Acquired Assets")
associated with an online insurance shopping and purchasing service operated by
Intuit Insurance Services, Inc., a wholly owned subsidiary of Intuit ("IIS"). In
connection with the acquisition of the Acquired Assets, InsWeb and Intuit
entered into a License and Distribution Agreement (the "Distribution
Agreement"), pursuant to which, among other things, Intuit and InsWeb have
granted one another licenses to create links between their respective websites
in order to create and operate a Co-Branded Insurance Center. The Distribution
Agreement also provides that InsWeb will be the exclusive aggregator of online
consumer insurance services for Quicken.com, an Intuit website, and that subject
to certain minimums, Intuit will share in associated revenues. Intuit is the
leading provider of financial software and web-based financial services for
consumers and small businesses.
In connection with the acquisition of the Acquired Assets, InsWeb
issued to Intuit shares of InsWeb common stock constituting approximately 16.6%
of the outstanding shares of common stock of InsWeb after the completion of the
acquisition. The shares issued to Intuit are valued at approximately $11.4
million based on the closing price of the common stock of InsWeb on January 24,
2001. The consideration paid by InsWeb for the Acquired Assets was determined
through arms' length negotiation between the parties.
InsWeb, Intuit, IIS, and certain existing InsWeb investors also entered
into a Fourth Amended and Restated Investor Rights Agreement (the "Restated
Rights Agreement"), providing for, among other things, the election of one
representative of Intuit to the board of directors of InsWeb, certain
restrictions on future acquisitions, dispositions, and voting of InsWeb common
stock by Intuit, and certain registration rights in favor of Intuit.
Additional information regarding the terms of the transaction is
included in the Purchase Agreement, Distribution Agreement, and Restated Rights
Agreement, which are incorporated herein by reference and attached hereto as
Exhibits 2.1, 2.2, and 2.3, respectively.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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2.1+ Asset Purchase Agreement, dated as of November 25, 2000, by and
between InsWeb Corporation, a Delaware corporation, Intuit
Insurance Services, Inc., a Virginia corporation, and Intuit
Inc., a Delaware corporation.
2.2* License and Distribution Agreement, entered into as of January
24, 2001, between InsWeb Corporation, a Delaware corporation, and
Intuit Inc., a Delaware corporation.
2.3 Fourth Amended and Restated Investor Rights Agreement, made and
entered into as of January 24, 2001, by among InsWeb Corporation,
a Delaware corporation, Hussein Enan, an individual, Darrell J.
Ticehurst, an individual, Nationwide Mutual Insurance Company, a
mutual insurance company organized under the laws of the State of
Ohio, SOFTVEN No.2 Investment Enterprise Partnership, a Japanese
partnership, SOFTBANK Venture, Inc., a Japanese corporation,
SOFTBANK America, Inc., a Delaware corporation, Insurance
Information Exchange L.L.C., a Delaware limited liability
company, Century Capital Partners, L.P., a Delaware limited
partnership, Marsh & McLennan Risk Capital Holdings Ltd., a
Delaware corporation, E.W. Blanch Holdings, Inc., a Delaware
corporation, Intuit Insurance Services, Inc., a Virginia
corporation, and Intuit Inc., a Delaware corporation.
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* Confidential treatment has been requested with respect to certain portions
of this exhibit.
+ The Shareholders Agreement attached as Exhibit B to the Asset Purchase
Agreement has been omitted pursuant to Rule 601(b) of Regulation S-K but
will be supplementally furnished to the Commission upon the receipt of a
request from the Commission.
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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.
INSWEB CORPORATION
Date: February 8, 2001 By: /s/ ANDREW URUSHIMA
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Andrew Urushima
Senior Vice President, Controller
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EXHIBIT INDEX
Exhibit No. Description
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2.1+ Asset Purchase Agreement, dated as of November 25, 2000, by and
between InsWeb Corporation, a Delaware corporation, Intuit
Insurance Services, Inc., a Virginia corporation, and Intuit
Inc., a Delaware corporation.
2.2* License and Distribution Agreement, entered into as of January
24, 2001, between InsWeb Corporation, a Delaware corporation, and
Intuit Inc., a Delaware corporation.
2.3 Fourth Amended and Restated Investor Rights Agreement, made and
entered into as of January 24, 2001, by among InsWeb Corporation,
a Delaware corporation, Hussein Enan, an individual, Darrell J.
Ticehurst, an individual, Nationwide Mutual Insurance Company, a
mutual insurance company organized under the laws of the State of
Ohio, SOFTVEN No.2 Investment Enterprise Partnership, a Japanese
partnership, SOFTBANK Venture, Inc., a Japanese corporation,
SOFTBANK America, Inc., a Delaware corporation, Insurance
Information Exchange L.L.C., a Delaware limited liability
company, Century Capital Partners, L.P., a Delaware limited
partnership, Marsh & McLennan Risk Capital Holdings Ltd., a
Delaware corporation, E.W. Blanch Holdings, Inc., a Delaware
corporation, Intuit Insurance Services, Inc., a Virginia
corporation, and Intuit Inc., a Delaware corporation.
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* Confidential treatment has been requested with respect to certain portions
of this exhibit.
+ The Shareholders Agreement attached as Exhibit B to the Asset Purchase
Agreement has been omitted pursuant to Rule 601(b) of Regulation S-K but
will be supplementally furnished to the Commission upon the receipt of a
request from the Commission.