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) June 23, 1999
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Multex.com, Inc.
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(Exact name of registrant as specified in charter)
Delaware 333-75121 22-3253344
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
33 Maiden Lane, 5th 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) 859-9800
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Not Applicable
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(Former name or former address, if changed since last report.)
ITEM 5 OTHER EVENTS
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On June 23, 1999, Multex.com, Inc. ("Multex.com") entered into an
Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with
Market Guide Inc., a New York corporation ("Market Guide"), pursuant to which
Multex.com has agreed to acquire Market Guide. A copy of the Merger Agreement
is attached hereto as Exhibit 2.1 and incorporated herein by reference. The
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acquisition is to be effected through the issuance of one share of Multex.com
common stock in exchange for each share of common stock of Market Guide
outstanding immediately prior to the consummation of the transaction and the
assumption of Market Guide's outstanding stock options based on such exchange
ratio. The amount of such consideration was determined based upon arm's-length
negotiations between Multex.com and Market Guide. The transaction is intended
to qualify as a tax-free reorganization under the Internal Revenue Code of 1986,
as amended, and is intended to be accounted for as a pooling of interests. The
consummation of the transaction is subject to the satisfaction of certain
conditions, including the approval of the stockholders of Market Guide and
Multex.com.
A copy of the press release announcing the merger agreement with
Market Guide is attached hereto as Exhibit 99.1 and incorporated herein by
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reference.
Item 7 FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits. The following documents are filed as exhibits to this
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report:
2.1 Agreement and Plan of Merger and Reorganization dated as of
June 23, 1999 by and among Multex.com, Inc., Merengue
Acquisition Corp. and Market Guide Inc.
99.1 Press Release dated June 23, 1999.
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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/ Philip Callaghan
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Date: June 28, 1999 Philip Callaghan
Chief Financial Officer
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Exhibit Index
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Exhibit
2.1 Agreement and Plan of Merger and Reorganization dated as of
June 23, 1999 by and among Multex.com, Inc., Merengue
Acquisition Corp. and Market Guide Inc.
99.1 Press Release dated June 23, 1999.
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