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): May 24, 2002 (May 23, 2002)
BE FREE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-27271 04-3303188
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) 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 2. Acquisition or Disposition of Assets.
On May 23, 2002, Be Free, Inc. completed its merger (the "Merger") with
Value Click, Inc. pursuant to which Be Free merged with, and became, a wholly
owned subsidiary of ValueClick, Inc. The consummation of the Merger followed the
Annual Meeting of Stockholders of Be Free, Inc. held on May 22, 2002 and the
Annual Meeting of Stockholders of ValueClick, Inc. held on May 23, 2002 at which
the requisite stockholder approval was obtained for the Merger and for the
adoption of the Agreement and Plan of Merger, dated March 10, 2002, (the "Merger
Agreement") by and among Be Free, Inc., ValueClick, Inc., a Delaware
corporation, and Bravo Acquisition I Corp., a Delaware corporation and wholly
owned subsidiary of ValueClick, Inc. In the Merger, each share of Common Stock,
$0.01 par value per share, of Be Free, Inc. was converted into the right to
receive 0.65882 of a share of common stock of ValueClick, Inc.
In connection with the consummation of the Merger, Be Free, Inc. and
ValueClick, Inc. have taken such action as is necessary to cause the Be Free
Common Stock to cease to be quoted on The Nasdaq National Market and to
terminate the registration of the Be Free Common Stock under Section 12 of the
Securities Exchange Act of 1934.
Mellon Investor Services LLC is acting as the Exchange Agent for the
Merger and will be sending Be Free stockholders a Letter of Transmittal and
instructions on how to surrender shares of Be Free Common Stock for the Merger
consideration.
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. (Incorporated herein by reference to
Exhibit 2.1 of the Registrant's Current Report of Form 8-K
filed on March 11, 2002).
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: May 23, 2002 By: /s/ Stephen M. Joseph
---------------------------------
Name: Stephen M. Joseph
Title: Chief Financial Officer
and Treasurer
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. (Incorporated herein by reference to
Exhibit 2.1 of the Registrant's Current Report of Form 8-K
filed on March 11, 2002).