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): November 13, 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 (Zip Code)
Offices)
Registrant's telephone number, including area code: (617) 273-6000
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ITEM 5. OTHER EVENTS.
Individual, Inc. ("Individual" or the "Company") has been named as a
defendant in a putative federal securities class action lawsuit filed on
November 13, 1996 in the United States District Court for the District of
Massachusetts. The lawsuit was filed on behalf of an alleged class of
purchasers of the Company's common stock during the period from March 15, 1996
through July 24, 1996. The complaint filed in the lawsuit also names as
defendants, among others, certain of the Company's current and former directors
and officers, including Joseph A. Amram, the Company's former Chief Executive
Officer, as well as the three co-managing underwriters of the Company's initial
public offering which closed on March 20, 1996 (the "IPO").
The complaint alleges, among other things, that the defendants made
misstatements, or failed to make statements, to the investing public in the IPO
Prospectus and Registration Statement, as well as in subsequent public
disclosures, relating to the alleged existence of disputes between Joseph A.
Amram and the Company. The plaintiffs seek damages, including costs and
expenses, in an unspecified amount, among other relief. The Company believes
that the allegations contained in the complaint are without merit and intends to
defend vigorously against all such claims. However, the lawsuit is in its
earliest stages, and no estimate of possible damages or other losses to the
Company, if any, currently can be made. There can be no assurance that the
lawsuit ultimately will be resolved on terms that are favorable to the Company
or that the resolution of the lawsuit will not have a material adverse effect on
the Company and its business, results of operations and financial condition.
For additional information concerning the filing of the lawsuit, see the
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press release of Individual dated November 15, 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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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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Exhibit No. Description
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99.1 Press Release of Individual dated November 15, 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.
Individual, Inc.
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(Registrant)
Date: December 5, 1996 /s/ Robert L. Lentz
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Robert L. Lentz
Vice President, Finance and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Individual dated November 15, 1996