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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: June 26, 2001
CYTATION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-5388 16-0961436
(Commission File Number) (I.R.S. Employer
Identification Number)
251 Thames Street, Bristol, RI 02809
(Address of Principal Executive Offices) (Zip Code)
(401) 254-8800
(Registrant's Telephone Number, Including Area Code)
COLLEGELINK.COM INCORPORATED
(Former Name, Which has Changed Since Last Report)
ITEM 2: DISPOSITION OF ASSETS
On June 20, 2001, Cytation Corporation (then known as CollegeLink.com
Incorporated) and its wholly owned subsidiary Cytation Bristol Corporation (then
known as CollegeLink Corporation) sold substantially all of their respective
assets, including all of their respective operating assets, to TMP Worldwide
Inc.("TMP"). TMP is the parent corporation of TMP Interactive Inc. d/b/a
Monster.com.
As consideration for the sale, TMP paid Cytation Corporation
approximately $4,202,000 in cash and assumed approximately $3,062,000 of
Cytation's liabilities. Among the liabilities that TMP assumed were notes issued
by Cytation to TMP in the aggregate principal amount of $1,000,000.
Two former officers of Cytation Corporation became employees of TMP on
the date of the sale. Patrick O'Brien, who served as chief executive officer of
Cytation Corporation until September 2000 and served as a consultant of Cytation
until the June 20 closing, has become a vice president of TMP. Bradford Baker,
who served as president of Cytation Corporation until September 2000 and served
as a consultant of Cytation until the June 20 closing, also has become a vice
president of TMP. Messrs. O'Brien and Baker each entered into employment
agreements with TMP and each received options to purchase up to
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8,000 shares of TMP common stock, subject to certain vesting requirements. In a
separate transaction that closed on the same day as the sale of assets to TMP,
Cytation Corporation paid approximately $849,000 to Messrs. Baker and O'Brien in
consideration of consulting fees, bonuses and the redemption of 1,625,000 shares
of Cytation common stock.
The sale of assets from Cytation to TMP was approved by Cytation's
stockholders at a special meeting of stockholders held on June 19, 2001.
ITEM 5: OTHER EVENTS
On June 21, 2001, Cytation Corporation changed its name from
"CollegeLink Incorporated" to "Cytation Corporation" and Cytation Corporation's
wholly owned subsidiary changed its name from "CollegeLink Corporation" to
"Cytation Bristol Corporation". The name changes were effected in connection
with the sale of assets to TMP. The Cytation Corporation name change was
approved by Cytation Corporation's stockholders at a special meeting of
stockholders held on June 19, 2001.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of
CollegeLink is filed as Appendix A to Registrant's Definitive
Proxy Statement dated May 25, 2001 and incorporated herein by
reference:
Pro forma Balance Sheet (Unaudited) as of December 31, 2000;
Pro forma Statement of Operations (Unaudited) for the year
ended June 30, 2000; and
Pro forma Statement of Operations for the six-month transition
period ended December 31, 2000.
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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2.1 Amended and Restated Asset Purchase Agreement
dated May 2, 2001, among TMP Worldwide Inc.,
CollegeLink.com Incorporated and CollegeLink
Corporation (filed as Appendix A to
Registrant's Definitive Proxy Statement dated
May 25, 2001, and incorporated by reference)
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
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undersigned hereunto duly authorized.
COLLEGELINK.COM INCORPORATED
/s/ Richard A. Fisher
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DATE: June 26, 2001 By: RICHARD A. FISHER
Name: Richard A. Fisher
Title: Chairman
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1 Amended and Restated Asset Purchase Agreement dated May
2, 2001, among TMP Worldwide Inc., CollegeLink.com
Incorporated and CollegeLink Corporation (filed as
Appendix A to Registrant's Definitive Proxy Statement
dated May 25, 2001, and incorporated by reference)