SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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 10, 2000
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Multex.com, Inc.
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(Exact name of registrant as specified in charter)
Delaware 0-24559 22-3253344
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 William Street, 7th Floor, New York, New York 10038
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 607-2500
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Not Applicable
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(Former name or former address, if changed since last report.)
This Current Report on Form 8-K/A amends the Current Report on Form 8-K
filed on May 24, 2000 to incorporate Item 7(a), Financial Statements of Business
Acquired and Item 7(b), Pro Forma Information.
Item 2. ACQUISITION OF ASSETS
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On May 10, 2000, Multex.com, Inc. (the "Registrant") acquired
BuzzCompany.com Inc., a Delaware corporation ("Buzz"), pursuant to an Agreement
and Plan of Merger dated May 10, 2000. In the merger, the Registrant issued
approximately 1,058,000 shares of its common stock, assumed certain outstanding
options of Buzz and paid approximately $500,000 in cash. The transaction was
accomplished by merging a wholly owned subsidiary of the Registrant into Buzz.
Buzz survived the merger and became a wholly owned subsidiary of the Registrant.
A copy of the Agreement and Plan of Merger is attached hereto as Exhibit 2.1 and
incorporated herein by reference. The merger consideration was determined in
arm's-length negotiations between the Registrant and Buzz. The transaction is
intended to qualify as a tax-free reorganization under the Internal Revenue Code
of 1986, as amended.
A copy of the press release issued by the Registrant on May 10, 2000
concerning the foregoing transaction is attached hereto as Exhibit 99.1, and
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
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INFORMATION AND EXHIBITS
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(a) Financial Statements of Business Acquired.
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The following appear as Exhibit 99.2 to this Current Report on
Form 8-K/A and are incorporated into this document by reference:
Balance sheet of BuzzCompany.com Inc. as of December 31, 1999,
and the related statements of operations, changes in stockholders' equity
and cash flows for the year ended December 31, 1999.
(b) Pro Forma Financial Information.
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The following appear as Exhibit 99.3 to this Current Report on
Form 8-K/A and are incorporated into this document by reference:
Unaudited pro forma condensed consolidated statement of operations
for the three-month period ended March 31, 2000 and the year ended December
31, 1999 and unaudited pro forma condensed consolidated balance sheet as of
March 31, 2000.
(c) Exhibits. The following documents are filed as exhibits to this
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report:
2.1 * Agreement and Plan of Merger dated as of May 10, 2000 by and
among Multex.com, Inc., Multex B Acquisition Corp.,
BuzzCompany.com Inc. and the shareholders of BuzzCompany.com
Inc.
23.1 Consent of Independent Accountants.
99.1 * Press Release of Registrant, dated May 10, 2000, announcing
the execution of the Agreement and Plan of Merger.
99.2 Balance sheet of BuzzCompany.com Inc. as of December 31,
1999, and the related statements of operations, changes in
stockholders' equity and cash flows for the year ended
December 31, 1999.
99.3 Unaudited pro forma condensed consolidated statement of
operations for the three-month period ended March 31, 2000 and
the year ended December 31, 1999 and unaudited pro forma
condensed consolidated balance sheet as of March 31, 2000.
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* Previously filed.
SIGNATURE
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 thereunto duly authorized.
MULTEX.COM, INC.
/s/ Isaak Karaev
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Date: July 24, 2000 Isaak Karaev
Chairman and Chief Executive Officer
Exhibit Index
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Exhibit
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2.1 * Agreement and Plan of Merger dated as of May 10, 2000 by and
among Multex.com, Inc., Multex B Acquisition Corp.,
BuzzCompany.com Inc. and the shareholders of BuzzCompany.com
Inc.
23.1 Consent of Independent Accountants.
99.1 * Press Release of Registrant, dated May 10, 2000, announcing
the execution of the Agreement and Plan of Merger.
99.2 Balance sheet of BuzzCompany.com Inc. as of December 31, 1999,
and the related statements of operations, changes in
stockholders' equity and cash flows for the year ended December
31, 1999.
99.3 Unaudited pro forma condensed consolidated statement of
operations for the three-month period ended March 31, 2000 and
the year ended December 31, 1999 and unaudited pro forma
condensed consolidated balance sheet as of March 31, 2000.
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* Previously filed.