EXHIBIT 99.7
FORM OF AFFILIATE AGREEMENT
November 3, 1997
Desktop Data, Inc.
80 Blanchard Road
Burlington, MA 01803
Ladies and Gentlemen:
Pursuant to the terms of the Agreement and Plan of Merger dated as of
November 3, 1997 (the "Agreement"), between Desktop Data, Inc., a Delaware
corporation ("Desktop") and Individual, Inc., a Delaware corporation
("Individual"), Individual will merge with and into Desktop (the "Merger").
Subject to the terms and conditions of the Agreement, at the Effective Time (as
defined in the Agreement), outstanding shares of the common stock, no par value,
of Individual ("Individual Common Stock") will be converted into the right to
receive shares of the common stock, par value $.01 per Share, of Desktop (the
"Desktop Common Stock"), on the basis described in the Agreement.
The undersigned has been advised that as of the date hereof it may be
deemed to be an "affiliate" of Individual, as the term "affiliate" is (i)
defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and
Regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), and/or (ii) used in and for purposes of Accounting Series Releases 130
and 135, as amended, and Staff Accounting Bulletins 65 and 76 of the Commission.
The undersigned understands that the representations, warranties and
covenants set forth herein will be relied upon by Desktop, stockholders of
Desktop, Individual, other Shareholders of Individual and their respective
counsel and accountants.
The undersigned represents and warrants to and agrees with Desktop
that:
1. The undersigned has full power to execute and deliver this
Affiliate Agreement and to make the representations and warranties herein and to
perform its obligations hereunder;
2. The undersigned has carefully read this letter and the Agreement
and discussed its requirements and other applicable limitations upon its ability
to sell, transfer or otherwise dispose of Desktop Common Stock to the extent the
undersigned felt necessary, with its counsel or counsel for Individual.
3. The undersigned shall not make any sale, transfer or other
disposition of Desktop Common Stock in violation of the Act or the Rules and
Regulations.
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4. The undersigned has been advised that the issuance of shares of
Desktop Common Stock to the undersigned in connection with the Merger has been
or will be registered with the Commission under the Act on a Registration
Statement on Form S-4. However, the undersigned has also been advised that,
since at the time the Merger was submitted for a vote of the Shareholders of
Individual the undersigned may be deemed to have been an affiliate of Individual
and the distribution by the undersigned of any Desktop Common Stock has not been
registered, and is not exempt, under the Act, the undersigned may not sell,
transfer or otherwise dispose of Desktop Common Stock issued to the undersigned
in the Merger unless (i) such sale, transfer or other disposition has been
registered under the Act, (ii) such sale, transfer or other disposition is made
in conformity with the requirements of Rule 145 promulgated by the Commission
under the Act, or (iii) in the opinion of counsel reasonably acceptable to
Desktop, such sale, transfer or other disposition is otherwise exempt from
registration under the Act.
5. Desktop is under no obligation to register the sale, transfer or
other disposition of Desktop Common Stock by the undersigned or on its behalf
under the Act or to take any other action necessary in order to make compliance
with an exemption from such registration available.
6. Stop transfer instructions will be given to Desktop's transfer
agent with respect to the Desktop Common Stock and that there will be placed on
the certificates for the Desktop Common Stock issued to the undersigned, or any
substitutions therefor, a legend stating in substance:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF
1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE
TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED
NOVEMBER 2, 1997 BETWEEN THE REGISTERED HOLDER HEREOF AND DESKTOP
DATA, INC., A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL
OFFICES OF DESKTOP DATA, INC.".
7. Unless the transfer by the undersigned of its Desktop Common Stock
has been registered under the Act or is a sale made in conformity with the
provisions of Rule 145, Desktop reserves the right to put the following legend
on the certificates issued to any transferee of the undersigned:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED FROM A PERSON WHO
RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED
UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE
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BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN
CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933."
8. The legends set forth in paragraphs 6 and 7 above shall be removed
by delivery of substitute certificates without such legend if the undersigned
shall have delivered to Desktop a copy of a letter from the staff of the
Commission, or an opinion of counsel in form and substance reasonably
satisfactory to Desktop, to the effect that such legend is not required for
purposes of the Act.
9. The undersigned is the beneficial owner of (i.e., has sole or
shared voting or investment power with respect to) all the shares of Individual
Common Stock and options to purchase Individual Common Stock indicated on the
last page hereof (the "Individual Securities"). Except for Individual
Securities, the undersigned does not beneficially own any shares of Individual
Common Stock or any other equity securities of Individual or any options,
warrants or other rights to acquire any equity securities of Individual.
10. Notwithstanding any other provision hereof to the contrary, the
undersigned has not at any time since November 3, 1997 or in contemplation of
the Merger engaged, and will not, after the Effective Time (as defined in the
Agreement) and until such time as results covering at least 30 days of combined
operations of Individual and Desktop have been published by Desktop, in the form
of a quarterly earnings report, an effective registration statement filed with
the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K, or any
other public filing or announcement which includes the combined results of
operations, engage, in any sale, exchange, transfer, pledge, disposition of or
grant of any option, establish any "short" or put-equivalent position with
respect to or the entry into any similar transaction intended to reduce the risk
of the undersigned's risk of ownership of or investment in, any of the
following:
(a) any shares of Desktop Common Stock which the undersigned may
acquire in connection with the Merger, or any securities which may be paid
as a dividend or otherwise distributed thereon or with respect thereto or
issued or delivered in exchange or substitution therefor (all such shares
and other securities being referred to herein, collectively, as "Restricted
Securities"), or any option, right or other interest with respect to any
Restricted Securities;
(b) any Individual Securities; or
(c) any Shares of Individual Common Stock or other Individual
equity securities which the undersigned purchases or otherwise acquires
after the execution of this Affiliate Agreement.
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11. As promptly as practicable following the Merger, the Surviving
Corporation shall publish results covering at least 30 days of combined
operations of Individual and Desktop in the form of a quarterly earnings report,
an effective registration statement filed with the Commission, a report to the
Commission on Form 10-K, 10-Q or 8-K, or any other public filing or announcement
which includes the combined results of operations; provided, however, that
Desktop shall be under no obligation to publish any such financial information
other than with respect to a fiscal quarter of Desktop.
12. The undersigned has not purchased, sold, exchanged, transferred
by gift, or otherwise disposed of Individual capital stock prior to the date
hereof either in contemplation of or as part of the Merger or otherwise. The
undersigned has no present plan or intention to engage in a direct or indirect
sale, exchange, redemption, disposition, transfer by gift or conveyance or any
transaction that would have the effect of reducing in any way the undersigned's
risk of ownership (by put, short sale, equity swap type arrangements or
otherwise) including, but not limited to, distributions by a partnership to its
partners and by a corporation to its stockholders, of the shares of Common to be
received by the undersigned in the Merger. The undersigned acknowledges that it
is giving this representation and covenant to enable Testa, Hurwitz & Thibeault,
LLP and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. to opine that the
Merger constitutes a reorganization within the meaning of Section 368 of the
Code and further recognizes that significant adverse tax consequences might
result if such representation is not true. The undersigned understands and
agrees that, in connection with the Merger, the undersigned will be required to
restate the foregoing representation on or about the Effective Time of the
Merger.
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NUMBER OF SHARES OF INDIVIDUAL COMMON STOCK
BENEFICIALLY OWNED BY THE UNDERSIGNED:
________________
NUMBER OF SHARES OF INDIVIDUAL COMMON STOCK
SUBJECT TO OPTIONS
BENEFICIALLY OWNED BY THE UNDERSIGNED:
________________
Very truly yours,
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(print name of Shareholder above)
By:
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Name:
Title:
(if applicable)
Accepted this 3rd day of
November, 1997, by
DESKTOP DATA, INC.
By:
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Name:
Title: