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): March 7, 2000
NewsEdge Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26540 04-3016142
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
80 Blanchard Road, Burlington, MA 01803
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (781) 229-3000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report).
ITEM 5. OTHER EVENTS.
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On March 6, 2000, NewsEdge Corporation, a Delaware corporation
("NewsEdge"), RoweCom Inc., a Delaware corporation ("RoweCom") and RoweCom
Merger Corporation, a Delaware corporation and wholly-owned subsidiary of
RoweCom agreed to terminate the Agreement and Plan of Merger and Reorganization,
dated as of December 7, 1999 (the "Merger Agreement"), by mutual consent. By
virtue of the termination of the Merger Agreement, the Voting Agreement among
NewsEdge, RoweCom, RoweCom Merger Corporation, Donald L. McLagan, NewsEdge's
Chief Executive Officer and Chairman of the Board and holder of approximately
12.19% of the outstanding common stock, $.01 par value, of NewsEdge, and Dr.
Richard Rowe, RoweCom's Chief Executive Officer and Chairman of the Board and
holder of approximately 16.8% of the outstanding common stock, $.01 par value,
of RoweCom terminated simultaneously.
Attached hereto and incorporated by reference in their entirety as
Exhibits 2.1 and 99.1, respectively, are copies of (1) the Termination Agreement
and (2) a joint press release of NewsEdge and RoweCom dated March 7, 2000.
ITEM 7(C). EXHIBITS.
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2.1 Termination Agreement dated as of March 6, 2000 among NewsEdge
Corporation, RoweCom Inc. and RoweCom Merger Corporation.
99.1 Joint press release by NewsEdge Corporation and RoweCom Inc. dated
March 7, 2000 (attached as Exhibit A to Item 2.1).
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 14, 2000 By: /s/ Ronald Benanto
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Ronald Benanto
Chief Financial Officer
EXHIBIT INDEX
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Exhibit
Number Description
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2.1. Termination Agreement, dated as of March 6, 2000 among
NewsEdge Corporation, RoweCom Inc. and RoweCom Merger
Corporation.
99.2. Press Release issued jointly by NewsEdge Corporation
and RoweCom Inc. on March 7, 2000 (attached as
Exhibit A to Exhibit 2.1).