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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): October 30, 2000
EDGAR ONLINE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-26071 06-1447017
(State or Other Jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
50 Washington Street
Norwalk, Connecticut 06854
(Address of principal executive offices, with zip code)
(203) 852-5666
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 30, 2000, EDGAR Online, Inc. (the "Registrant") acquired
Financial Insight Systems, Inc., a private Maryland corporation ("FIS"),
pursuant to the terms and conditions of an Agreement and Plan of Merger dated
October 18, 2000 ("Merger Agreement") among the Registrant, FIS, FIS Acquisition
Corp., the Registrant's wholly-owned subsidiary ("Acquisition Corp.") and the
Principal Stockholders of FIS as named in the Merger Agreement. Pursuant to the
Merger Agreement, FIS was merged with and into Acquisition Corp. as the
surviving corporation and upon consummation of the merger Acquisition Corp.
changed its name to Financial Insight Systems, Inc. in the State of Delaware
(hereinafter, "FIS DE").
Pursuant to the Merger Agreement, the Registrant agreed to acquire 100
percent of the outstanding shares of common stock of FIS in consideration of (i)
the issuance of an aggregate of 2,450,000 restricted shares of common stock of
the Registrant, (ii) the payment of $17,765,000, consisting of (X) a cash
payment (generated from internal funds of the Registrant) of $11,765,000 and (Y)
a series of two-year 7.5% Senior Subordinated Secured Promissory Notes of the
Registrant and FIS DE in the principal amount of $6,000,000, (collectively, the
"Merger Consideration"). The Merger Consideration was allocated to the Principal
Stockholders based on each stockholder's pro-rata interest in FIS. It is
intended that the merger be treated as a tax-free reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986.
The assets of FIS acquired in connection with the Merger Agreement
included, without limitation, tangible and intangible property. For the
foreseeable future, the Registrant intends to utilize such assets in connection
with the operations of the business of FIS DE.
At the closing of the acquisition, Albert E. Girod, FIS' President and
Chief Executive Officer, executed a two-year employment agreement with the
Registrant to serve as its Chief Technology Officer and Executive Vice
President. Pursuant to the employment agreement, Mr. Girod will also serve as
the Chief Executive Officer of FIS DE.
Additional information with respect to the acquisition of FIS is set
forth in the Merger Agreement and Employment Agreement of Albert E. Girod which
are incorporated herein by reference and attached hereto as Exhibits to this
Form 8-K.
ITEM 5. OTHER EVENTS
On October 27, 2000, Mr. Marc Bell resigned as a director of the
Registrant. While the Board of Directors of the Registrant has not yet appointed
any individual to replace the vacancy left on the Board by Mr. Bell's s
resignation, Albert E. Girod was appointed as a director of the Registrant in
connection with the Registrant's acquisition of Financial Insight Systems, Inc.
as described under Item 2 above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
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The required financial statements will be filed by amendment not
later than 60 days after October 30, 2000.
(b) Pro forma financial information.
The required pro forma financial statements will be filed by
amendment not later than 60 days after October 30, 2000.
(c) Exhibits.
2.2 Agreement and Plan of Merger dated as of October 18, 2000 among
EDGAR Online, Inc., FIS Acquisition Corp., Financial Insight Systems,
Inc. and the Principal Stockholders of Financial Insight Systems, Inc.
10.27 Employment Agreement between the Registrant and Albert E.
Girod
17.1 Resignation Letter of Marc Bell
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized
EDGAR Online, Inc.
Dated: November 8, 2000 By: /s/ Tom Vos
Tom Vos
President and Chief Operating Officer
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EXHIBIT INDEX
Exhibit
Number Description of Document
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2.2 Agreement and Plan of Merger dated as of October 18, 2000 among
Registrant, FIS Acquisition Corp. Financial Insight Systems, Inc.
and the Principal Stockholders named therein
10.27 Employment Agreement between the Registrant and Albert E. Girod
17.1 Resignation Letter of Marc Bell