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
December 7, 1999
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Date of report (Date of earliest event reported)
NewsEdge Corporation
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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 File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
80 Blanchard Road
Burlington, Massachusetts 01803
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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 3
Item 5. Other Events
On December 7, 1999, NewsEdge Corporation ("NewsEdge"), a Delaware
corporation, RoweCom Inc., a Delaware corporation ("RoweCom"), and RoweCom
Merger Corporation, a Delaware corporation and wholly-owned subsidiary of
RoweCom ("Merger Sub") entered into an Agreement and Plan of Merger and
Reorganization (the "Merger Agreement"), providing for the merger (the "Merger")
of Merger Sub with and into NewsEdge, after which the separate corporate
existence of Merger Sub shall cease and NewsEdge shall continue as the surviving
corporation and a wholly-owned subsidiary of RoweCom.
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each share of common stock of NewsEdge ("NewsEdge Common
Stock") issued and outstanding immediately prior to the Effective Time (other
than treasury shares) will be converted automatically into the right to receive
0.26 of a share of the common stock of RoweCom ("RoweCom Common Stock"). The
consummation of the Merger is subject to various conditions precedent, including
approval of the stockholders of both RoweCom and NewsEdge and expiration or
early termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act and regulations promulgated thereunder, as well as
other customary conditions. The Merger Agreement is attached hereto as Exhibit
2.1 and is hereby incorporated by reference.
Donald L. McLagan, NewsEdge's Chairman, Chief Executive Officer, and
Director and holder of approximately 12.3% of the outstanding NewsEdge Common
Stock, and Dr. Richard Rowe, Chief Executive Officer and Chairman of the Board
RoweCom and holder of approximately 15.49% of the outstanding RoweCom Common
Stock have agreed to vote in favor of the approval of the Merger Agreement
pursuant to the terms of a voting agreement. The voting agreement is attached
hereto as Exhibit 99.2 and is hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
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Exhibit No. Description
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2.1 Agreement and Plan of Merger and Reorganization dated December 7,
1999, by and among NewsEdge Corporation, RoweCom Inc., and
RoweCom Merger Corporation.
99.1 Joint Press Release of NewsEdge Corporation and RoweCom Inc.,
dated December 7, 1999.
99.2 Voting Agreement dated December 7, 1999, by and among NewsEdge
Corporation, RoweCom Inc., RoweCom Merger Corporation, Donald L.
McLagan and Dr. Richard Rowe.
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: December 17, 1999 By: /s/ Donald L. McLagan
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Donald L. McLagan
Chairman and Chief
Executive Officer
EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger and Reorganization dated December 7,
1999, by and among NewsEdge Corporation, RoweCom Inc., and
RoweCom Merger Corporation.
99.1 Joint Press Release of NewsEdge Corporation and RoweCom Inc.,
dated December 7, 1999.
99.2 Voting Agreement dated December 7, 1999, by and among NewsEdge
Corporation, RoweCom Inc., RoweCom Merger Corporation, Donald L.
McLagan and Dr. Richard Rowe.