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
Date of Report (Date of earliest event reported): March 10, 2002
(March 12, 2002)
BE FREE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-27271 04-3303188
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
154 Crane Meadow Road
Marlborough, Massachusetts 01752
(Address of Principal Executive Offices) (Zip Code)
(508) 480-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On March 10, 2002, Be Free, Inc., a Delaware corporation (the "Company"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among the Company, ValueClick, Inc., a Delaware Corporation ("ValueClick"), and
Bravo Acquisition I Corp., a Delaware corporation and wholly-owned subsidiary
of ValueClick ("Sub"). Pursuant to the Merger Agreement, the Company will be
merged with, and become a wholly-owned subsidiary of ValueClick. Upon
consummation of the merger, each outstanding share of common stock of the
Company will be converted into the right to receive 0.65882 shares of common
stock of ValueClick. In the aggregate, ValueClick will issue approximately 43.4
million shares of its common stock for conversion of all of the outstanding
securities of the Company. Upon consummation of the merger, the Company's
stockholders will own approximately 45% of the combined company's outstanding
shares. The consummation of the merger is subject to customary closing
conditions, including the approval of the stockholders of the Company and the
stockholders of ValueClick and the receipt of certain governmental approvals.
The merger is intended to constitute a tax-free reorganization for tax
purposes. Pursuant to the Merger Agreement, ValueClick will assume the Company's
outstanding stock option plans, and each outstanding Company stock option will
become exercisable for shares of the common stock of ValueClick. Upon
consummation of the merger, ValueClick's board of directors will be comprised of
seven members - four directors, including James Zarley, Chief Executive Officer
of ValueClick, will be designated by ValueClick and three directors, including
Gordon B. Hoffstein, Chief Executive Officer of the Company, will be designated
by the Company. James Zarley will remain as Chief Executive Officer of the
combined company.
In connection with the execution of the Merger Agreement, the Company
entered into a Voting Agreement with certain directors and officers of
ValueClick who have voting control of approximately 16.3% of the outstanding
shares of ValueClick common stock pursuant to which, among other things, each
such director and officer has agreed to vote his or her shares of ValueClick
common stock in favor of the merger. ValueClick also entered into a Voting
Agreement with certain directors and officers of the Company who have voting
control of approximately 15.7% of the outstanding shares of the common stock of
the Company, pursuant to which, among other things, each such director and
officer has agreed to vote his or her shares of common stock of the Company in
favor of the merger.
The transaction was announced publicly on March 11, 2002. The description
contained in this Item 5 of the transactions contemplated by the Merger
Agreement is qualified in its entirety by reference to the full text of the
Merger Agreement, a copy of which is attached to this Current Report on Form
8-K as Exhibit 2.1 and is incorporated herein by reference.
In connection with the execution of the Merger Agreement, the Company
amended its stockholders' rights agreement to provide, among other things, that
no person or entity would be considered to be an "acquiring person" thereunder
by reason of any transaction contemplated by the Merger Agreement. The
Company's amendment to its rights agreement, dated March 10, 2002, is attached
hereto as Exhibit 99.1
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Item
- ----------- ----
2.1 Agreement and Plan of Merger, dated as of March 10, 2002, by and
among ValueClick, Inc., Bravo Acquisition I Corp. and Be Free,
Inc.
99.1 Amendment No. 1 to Rights Agreement, dated March 10, 2002,
between Be Free, Inc. and Continental Stock Transfer & Trust
Company.
SIGNATURE
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.
BE FREE, INC.
(Registrant)
Date: March 12, 2002 By: /s/ Gordon B. Hoffstein
------------------------------
Name: Gordon B. Hoffstein
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
2.1 Agreement and Plan of Merger, dated as of March 10, 2002, by and
among ValueClick, Inc., Bravo Acquisition I Corp. and Be Free,
Inc.
99.1 Amendment No. 1 to Rights Agreement, dated March 10, 2002,
between Be Free, Inc. and Continental Stock Transfer & Trust
Company.