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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 17, 2000
COLLEGELINK.COM INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-5388 16-0961436
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
55 Hammarlund Way, Middletown, RI 02842
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone number, including area code (401) 845-8800
(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 17, 2000, CollegeLink.com Incorporated ("CollegeLink") acquired
Student Success, Inc. ("Student Success"). Student Success is a leading provider
of onsite high school and college preparatory programs for students and their
families under its Making College Count(R) and Making High School Count(TM)
trademarks. Through this channel, CollegeLink intends to continue to expand its
presence and awareness of its services with high school students. Student
Success presented its seminars to more than 215,000 students at about 900 high
schools and junior colleges nationwide last year. These programs were sponsored
by eight major consumer products companies.
The acquisition was structured as a merger of Student Success into
CollegeLink Corporation, a wholly-owned subsidiary of Collegelink (the
"CollegeLink Sub"). As consideration for the acquisition, Student Success
stockholders received $300,000 in advance of the closing, and at the closing
each share of Student Success common stock was converted into (a) $2,200 in
cash and (b) 1,625 shares of CollegeLink Common Stock, plus cash for any
fraction of a share remaining after conversion. In the aggregate, the
stockholders of Student Success received 1,620,000 shares of CollegeLink
Common Stock and $2,500,000 in cash. CollegeLink also assumed approximately
$200,000 of Student Success' liabilities in connection with the merger.
Two principal stockholders of Student Success have become officers of
CollegeLink and the CollegeLink Sub. Patrick O'Brien, former President of
Student Success, has become Chief Executive Officer of both CollegeLink and the
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CollegeLink Sub. Bradford J. Baker, former Chief Operating Officer of Student
Success, has become Vice President - Sales and Marketing of both CollegeLink and
the CollegeLink Sub. Messrs. O'Brien and Baker each entered into employment
agreements with CollegeLink and each received options to purchase up to 200,000
shares of CollegeLink Common Stock, subject to certain vesting requirements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired.
Financial statements of Student Success are incorporated by reference
to the Registrant's Amendment No. 4 to Form S-1, Registration Statement (Reg.
No. 333-85079,) filed with the SEC on January 20, 2000.
(b) Pro forma financial information
Pro forma financial information is incorporated by reference to the
Registrant's Amendment No. 4 to Form S-1, Registration Statement (Reg. No.
333-85079), filed with the SEC on January 20, 2000.
INDEX TO EXHIBITS
EXHIBIT NO DESCRIPTION
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X 2.1 Articles of Merger Merging Student Success, Inc. into
CollegeLink Corporation, dated February 17, 2000;
X 2.2 Certificate of Merger Merging Student Success, Inc. with
and into CollegeLink Corporation, dated February 17, 2000;
(1) 2.3 Agreement and Plan of Merger dated as of October 20, 1999
by and among Cytation.com Incorporated, CollegeLink.com
Incorporated, Student Success, Inc., Bradford J. Baker,
Patrick S. O'Brien and the Patrick S. O'Brien Stock Trust.
X 2.4 First Amendment to Agreement and Plan of Merger dated
February 15, 2000 by and among CollegeLink.com Incorporated,
CollegeLink Corporation, Student Success, Inc., Bradford J.
Baker, Patrick S. O'Brien and the Patrick S. O'Brien Stock
Trust.
X 10.1 Amended and Restated Noncompetition and Employment
Agreement dated February 15, 2000, by and between
CollegeLink.com Incorporated and Patrick S. O'Brien.
X 10.2 1999 Stock Option Plan Stock Option Agreement dated
February 10, 2000, by and between CollegeLink.com
Incorporated and Patrick S. O'Brien.
X 10.3 Amended and Restated Noncompetition and Employment
Agreement dated February 15, 2000, by and between
CollegeLink.com Incorporated and Bradford J. Baker.
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X 10.4 1999 Stock Option Plan Stock Option Agreement dated
February 10, 2000, by and between CollegeLink.com
Incorporated and Bradford J. Baker.
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x Filed herewith.
(1) Incorporated by reference to Exhibit No. 10.17 of the Registrant's
Amendment No. 2 to Form S-1, Registration Statement, filed November 26,
1999.
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.
COLLEGELINK.COM INCORPORATED
DATE: March 3, 2000 By: /s/ Richard A. Fisher
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Name: Richard A. Fisher
Title: Chairman