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
Date of report (Date of earliest event reported): May 30, 1996
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Individual, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27734 04-3036959
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8 New England Executive Park W.
Burlington, Massachusetts 01803
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 273-6000
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Total number of sequentially numbered pages in this filing, including exhibits
thereto: 8
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Exhibit Index Located on Page 5
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Item 5. Other Events.
On May 30, 1996, Individual, Inc. ("Individual") entered into an
Agreement and Plan of Reorganization (the "Merger Agreement") with FL Merger
Corp., a Delaware corporation and wholly-owned subsidiary of Individual ("Merger
Sub"), FreeLoader, Inc., a Delaware corporation ("FreeLoader") and certain
stockholders of FreeLoader. Pursuant to the Merger Agreement and upon the
satisfaction of all closing conditions, Merger Sub will merge (the "Merger")
with and into FreeLoader, with FreeLoader to continue as the surviving
corporation.
Upon the closing of the Merger, each outstanding share of FreeLoader
Common Stock, $.001 par value per share, will be converted into the right to
receive .1305 shares of Individual Common Stock, $.01 par value per share. In
addition, effective upon the closing of the Merger, Individual will assume
FreeLoader's 1996 Stock Option Plan and all outstanding stock options
thereunder. As a result of the conversion of the FreeLoader Common Stock and
Individual's assumption of the FreeLoader stock options, Individual will issue
up to approximately 1.8 million shares of its Common Stock in the Merger
(including up to approximately 281,000 shares of Common Stock reserved for
issuance upon exercise of the assumed FreeLoader stock options). The Merger
Agreement provides that the transaction is to be accounted for as a purchase.
The closing of the Merger is subject to certain conditions, including approval
by FreeLoader's stockholders.
For additional information concerning the Merger, see the joint press
release of Individual and FreeLoader dated June 2, 1996, a copy of which is
attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.
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Acquisitions, including Individual's acquisition of FreeLoader, involve
a number of potential risks, including difficulties in the assimilation of the
acquired company's operations, products and personnel, diversion of management's
resources, uncertainties associated with operating in new markets and working
with new employees and customers, and the potential loss of the acquired
company's key employees. In order for Individual to achieve anticipated
benefits from its acquisition of FreeLoader, Individual will need to integrate
FreeLoader's business and key employees with Individual's existing operations
and employees and to make significant expenditures for sales and marketing and
product development to further develop FreeLoader's business. No assurance can
be given that Individual will be successful in this regard. Moreover, even if
successfully integrated, the acquired Freeloader operations may not achieve
levels of revenues or productivity comparable to those achieved by Individual's
existing operations, or otherwise perform as expected.
Management may from time to time consider other acquisitions of assets
or businesses that it believes may enable Individual to acquire complementary
skills and capabilities, offer new products, expand its customer base or obtain
other competitive advantages. There can be no assurance that Individual will be
able to successfully identify suitable acquisition candidates or complete future
acquisitions. In order to finance such acquisitions, it may be necessary for
Individual to raise additional funds either through public or private
financings, including bank borrowings. Any financing, if available at all, may
be on terms which are not favorable to Individual. In addition, issuances of
Individual's equity securities for future acquisitions could result in dilution
to Individual's existing stockholders.
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There can also be no assurance that the FreeLoader acquisition and any
future acquisitions will not have a material adverse effect upon Individual's
business and results of operations.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit No. Description
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99.1 Joint Press Release of Individual and FreeLoader dated June 2,
1996
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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.
Individual, Inc.
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(Registrant)
Date: June 10, 1996 /s/ Robert L. Lentz
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Robert L. Lentz
Vice President and Chief Financial
Officer
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EXHIBIT INDEX
Page Number in
Sequentially
Exhibit No. Description Numbered Copy
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99.1 Joint Press Release of Individual and FreeLoader dated June 6
2, 1996
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