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) September 30, 2002
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STUDENT ADVANTAGE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-26074 04-3263743
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
280 Summer Street, Boston, MA 02210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 912-2000
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Student Advantage, Inc. (the "Company") announced on September 30, 2002
that a Special Committee of its Board of Directors, formed to consider strategic
alternatives, is in discussions regarding a proposal for the acquisition of the
Company made by a group of stockholders, including Raymond V. Sozzi, Jr., the
Company's President and Chief Executive Officer, and Atlas Capital at a price
between $1.50 and $1.75 per share. The proposal is subject to, among other
things, the receipt of sufficient financing and the negotiation of a definitive
agreement. The Company also announced that it borrowed $3.5 million from
Scholar, Inc., a corporation formed by Mr. Sozzi, an affiliate of Atlas Capital
and certain other stockholders of the Company, and simultaneously amended its
loan agreement with Reservoir Capital to provide, among other things, that
Reservoir Capital will not demand payment prior to July 1, 2003 for principal,
interest and fees under the loan agreement, absent future defaults. The Company
and Reservoir have also agreed to certain other modifications to the loan
agreement, including that the Company has the right to retire the Reservoir
Capital indebtedness before January 31, 2003 for a payment of $11.5 million. If
the Company makes payments of at least $6.0 million but less than $11.5 million
before January 31, 2003, the remaining total indebtedness to Reservoir Capital
would be reduced to the difference between $11.5 million and the amounts paid as
of such date, plus interest. The press release issued by the Company on
September 30, 2002 is attached hereto as Exhibit 99.1.
The Company also announced that it received notification from the
Nasdaq Stock Market, Inc. that for 30 consecutive trading days, the Company's
common stock has not maintained a minimum market value of publicly held shares
of $5.0 million or a minimum closing bid price of $1.00 per share, that in each
case is required for continued inclusion on the Nasdaq National Market. The
Company was given until December 3, 2002 and December 19, 2002, respectively, to
regain compliance.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
See the Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STUDENT ADVANTAGE, INC.
(Registrant)
Date: September 30, 2002 By: /s/ Kenneth S. Goldman
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Kenneth S. Goldman, Executive Vice
President and Chief Financial Officer
EXHIBIT INDEX
10.1 Promissory Note, dated September 30, 2002, executed and delivered by
the Registrant to Scholar, Inc. in the original principal amount of
$3,500,000.
10.2 Amendment No. 6 to Loan Agreement, dated as of September 30, 2002,
among the Registrant, the subsidiaries of the Registrant and Reservoir
Capital Partners, L.P., Reservoir Capital Associates, L.P. Reservoir
Capital Master Fund, L.P., and Scholar, Inc. (amending the Loan
Agreement by and among the Registrant, the subsidiaries of the
Registrant, and Reservoir Capital Partners, L.P., Reservoir Capital
Associates, L.P. and Reservoir Capital Master Fund, L.P.).
99.1 Press Release dated September 30, 2002 of the Registrant.