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
February 24, 1998
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Date of report (Date of earliest event reported)
NewsEDGE Corporation (formerly Desktop Data, Inc.)
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-26540 04-3016142
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
80 Blanchard Road
Burlington, Massachusetts 01083
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(Address of Principal Executive Offices)
(781) 229-3000
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Registrant's telephone number, including area code
Exhibit Index Located on Page 5
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 2, 1997, NewsEDGE Corporation, a Delaware corporation previously
known as Desktop Data, Inc. (the "Registrant"), entered into an Agreement and
Plan of Merger and Reorganization (the "Merger Agreement") providing for the
merger (the "Merger") of Individual, Inc., a Delaware corporation ("Individual")
with and into the Registrant. The Merger was effected on February 24, 1998 (the
"Effective Time"), pursuant to a Certificate of Merger filed with the Secretary
of the State of Delaware. Pursuant to the Merger Agreement, upon the Effective
Time of the Merger, each outstanding share of the common stock, par value $.01
per share of Individual (the "Individual Common Stock"), other than shares held
in the treasury of Individual or by the Registrant or any wholly owned
subsidiary of Individual or the Registrant, was converted into the right to
receive one half (1/2) of one share (the "Exchange Ratio") of the common stock,
par value $.01 per share, of the Registrant (the "registrant Common Stock"), and
each outstanding option or right to purchase Individual Common Stock under the
Individual Amended and Restated 1989 Stock Option Plan, 1995 Incentive Stock
Option Plan, 1996 Non-Employee Directors Stock Option Plan, 1996 Stock Option
Plan and the Amended and Restated 1996 Stock Plan (the "Individual Stock Option
Plans") and the Individual 1996 Employee Stock Purchase Plan was assumed by the
Registrant and became an option or right to purchase Registrant Common Stock,
with appropriate adjustments made to the number of shares issuable thereunder
and the exercise price thereof based on the Exchange Ratio. Furthermore, the
Registrant assumed all outstanding warrants for the purchase of Individual
Common Stock which became warrants to purchase Registrant Common Stock, with
appropriate adjustments made to the number of shares issuable thereunder and the
exercise price thereof based on the Exchange Ratio.
The Merger is intended to be a tax-free reorganization under Section 368(a)
of the Internal Revenue Code of 1986, as amended, and is intended to be treated
as a pooling of interests for financial reporting purposes in accordance with
generally accepted accounting principles. The assets of Individual were used,
prior to the Effective Time of the Merger, for customized news integration
businesses and services, a use which the Registrant intends to continue
immediately following the Merger.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following financial statements and exhibits are filed as part of this
report, where indicated:
(a) Financial statements of the business acquired, prepared pursuant to Rule
3.05 of Regulation S-X:
Financial statements for fiscal years 1995 and 1996 are incorporated by
reference from Registrant's Registration Statement on Form S-4 (File
No. 333-44887) filed with the Securities and Exchange Commission on
January 26, 1998. The financial statements for the fiscal year 1997 are
unavailable as of the date of this filing. Such financial statements
will be filed on or before May 11, 1998.
(c) Pro forma financial information required pursuant to Article 11 of
Regulation S-X:
The pro forma financial information is unavailable as of the date of this
filing. Such information will be filed on or before May 11, 1998.
(c) Exhibits.
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Exhibit No. Description
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2.1 Agreement and Plan of Merger and Reorganization dated November 2,
1997, by and between Desktop Data, Inc. A Delaware corporation,
and Individual, Inc., a Delaware corporation (incorporated by
reference from Exhibit 2.1 in the Registrant's Registration
Statement on Form S-4 (File No. 333-44887) filed with the
Securities and Exchange Commission on January 26, 1998).
2.2 Certificate of Merger filed by the Registrant with the Secretary
of the State of Delaware, dated February 24, 1998 (incorporated by
reference from Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4 (File No. 333-44887).
23.1 Consent of Coopers & Lybrand, L.L.P. with respect to financial
statements of Individual for the fiscal years 1995 and 1996.
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 6, 1998 By: /s/ Edward R. Siegfried
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Edward R. Siegfried
Vice President - Finance and
Operation, Treasurer and
Assistant Secretary
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger and Reorganization dated November 2,
1997, by and between Desktop Data, Inc. a Delaware corporation,
and Individual, Inc., a Delaware corporation (incorporated by
reference from Exhibit 2.1 in the Registrant's Registration
Statement on Form S-4 (File No. 333-44887) filed with the
Securities and Exchange Commission on January 26, 1998).
2.2 Certificate of Merger filed by the Registrant with the Secretary
of the State of Delaware, dated February 24, 1998 (incorporated by
reference from Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4 (File No. 333-44887).
23.1+ Consent of Coopers & Lybrand, L.L.P. with respect to financial
statements of Individual for the fiscal years 1995 and 1996.
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+ filed herewith