SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
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): February 3, 2003
-------------------
STUDENT ADVANTAGE, INC.
-----------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-26074 04-3263743
- -------------------------------------------------------------------------------
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
280 Summer Street, Boston, MA 02210
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(617) 912-2000
-----------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On January 31, 2003, Student Advantage, Inc. (the "Company") closed a sale
of a majority of its assets relating to the Company's SA Cash business to
Blackboard Inc. for a purchase price of $4.5 million in cash. In connection with
the sale, the Company agreed not to compete with Blackboard in the business of
providing private-labeled stored-value card programs until January 2010,
although the Company will be permitted to continue to offer the SA Cash product
to certain schools currently using the product or certain payment systems and
for certain other related activities. The parties also agreed that the Company
would receive a long-term license right to use associated intellectual property
for permitted business activities. Blackboard agreed not to compete with the
Company's retained use of the SA Cash product during the term of the license and
with the Company's membership program and certain other related business
activities until July 2005.
In connection with this transaction, the Company also agreed with its
secured lenders (the "Reservoir lenders") to modify the repayment terms of its
outstanding credit facility such that a payment of $1.5 million was due on
January 31, 2003, rather than the payment of $3.5 million that was required
under the December 2002 amendment to the Company's loan agreement with the
Reservoir lenders. The other repayment terms of the December 2002 amendment
continue in effect, requiring a payment of $4 million on March 31, 2003 and
repayment of the remaining balance outstanding under the credit facility on the
July 1, 2003 loan maturity date. The letter agreement setting forth the revised
payment terms is attached hereto as Exhibit 10.1.
The press release relating to the aforementioned transactions and issued
by the Company on February 3, 2002 is attached hereto as Exhibit 99.1.
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: February 10, 2003 By: /s/ Raymond V. Sozzi, Jr.
-------------------------------------
Raymond V. Sozzi, Jr.,
President and Chief Executive Officer
EXHIBIT INDEX
10.1 Letter agreement dated January 30, 2003 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.,
Scholar, Inc., and John Katzman (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 February 3, 2003 of the Registrant.