SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): JANUARY 8, 2002
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)
Item 5. Other Events
Pursuant to the terms of a Common Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated as of January 8, 2002, among EDGAR Online, Inc. (the
"Company") and the Investors set forth on Schedule I thereto, the Company sold
an aggregate of 2,000,000 shares of common stock, par value $0.01 ("Common
Stock") at a purchase price of $2.50 per share, resulting in gross proceeds of
$5,000,000. Pursuant to this private financing, the Company also issued the
Investors four-year warrants (the "Warrants") to purchase an aggregate of
400,000 shares of Common Stock at an exercise price of $2.875 per share. In
addition, the Company afforded the Investors certain registration rights as set
forth in a Registration Rights Agreement dated as of January 8, 2002. In
connection with the transaction, the Company paid a transaction fee to Atlas
Capital Services, LLC equal to 4.625% of the gross proceeds and issued Atlas a
four-year warrant to purchase 40,000 shares of Common Stock at an exercise price
of $2.50 per share.
The foregoing description of each of the Stock Purchase Agreement, the
Registration Rights Agreement and the Warrants contained in this Form 8-K is a
brief summary of the provisions thereof but does not purport to be complete.
This summary is qualified in its entirety by reference to the Stock Purchase
Agreement, the Registration Rights Agreement and the Warrants, a copy of each of
which is attached hereto as an exhibit and incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
10.29 Amended and Restated Stock Purchase Agreement dated as of January
8, 2002 among EDGAR Online, Inc. and the Investors set forth in
Schedule I thereto.
10.30 Amended and Restated Registration Rights Agreement dated as of
January 8, 2002 among EDGAR Online, Inc. and the Investors set
forth in Schedule I thereto.
10.31 Form of Warrant
2
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: January 10, 2002 By: Tom Vos
----------------------------------
Tom Vos
President and Chief Operating
Officer
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EXHIBIT INDEX
Exhibit
Number Description of Document
- ------ -----------------------
10.29 Amended and Restated Stock Purchase Agreement dated as of January
8, 2002 among EDGAR Online, Inc. and the Investors set forth in
Schedule I thereto.
10.30 Amended and Restated Registration Rights Agreement dated as of
January 8, 2002 among EDGAR Online, Inc. and the Investors set
forth in Schedule I thereto.
10.31 Form of Warrant
4