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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 1, 1999
OneSource Information Services, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-28549 04-3204522
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
300 Baker Avenue 150 CambridgePark Drive
Concord, MA 01742 Cambridge, MA 02140
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(Address of Principal Executive (Former Address)
Offices)
Registrant's telephone number, including area code: (978) 318-4300
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 1, 1999 OneSource Information Services, Inc. (the
"Registrant") acquired Corporate Technology Information Services,
Inc., a Delaware corporation ("CTI"), pursuant to an Agreement and
Plan of Merger dated as of September 8, 1999 (the "Merger
Agreement") by and among the Registrant, OneSource Content
Corporation, a Delaware corporation and wholly owned subsidiary of
the Registrant ("Merger Sub") and CTI. Pursuant to the Merger
Agreement, the consideration paid by the Registrant was $8 million
in cash (the "Purchase Price") which Purchase Price, as well as
the other terms of the transaction, were determined in arms-length
negotiations among the parties. The source of the Purchase Price
was proceeds from the Registrant's initial public offering
effective in May 1999. A portion of the Purchase Price is being
held in escrow to be released in accordance with the Merger
Agreement and an Escrow Agreement, and the remainder of the
Purchase Price was allocated among the stockholders of CTI.
CTI was a privately held company located in Woburn, Massachusetts
and is a provider of high technology company profiles with a focus
on emerging private companies. The Registrant intends to continue
CTI's focus and to integrate its products and services with
Registrant's existing products and services.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired. To be filed
supplementally on or about December 10, 1999.
(b) Pro Forma Financial Information. To be filed supplementally on or
about December 10, 1999.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated September 8, 1999 by and
among the Registrant, Corporate Technology Information
Services, Inc., OneSource Content Corporation and Andrew
Campbell. (Incorporated by reference to Exhibit 2.1 to the
Registrant's From 8-K as filed with the Securities & Exchange
Commission on September 13, 1999)
2.2 Escrow Agreement dated September 8, 1999 by and among the
Registrant, Corporate Technology Information Services, Inc.,
Andrew Campbell and Citizens Bank of Massachusetts.
(Incorporated by reference to Exhibit 2.2 to the Registrant's
Form 8-K as filed with the Securities & Exchange Commission
on September 13, 1999)
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99.1 Press release of the Registrant dated September 9, 1999.
(Incorporated by reference to Exhibit 99.1 to the
Registrant's Form 8-K as filed with the Securities & Exchange
Commission on September 13, 1999)
99.2 Press release of the Registrant dated October 1, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned authorized officer.
ONESOURCE INFORMATION
SERVICES, INC.
October 8, 1999
By: /s/ Roy D. Landon
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Roy D. Landon
Vice President, Chief Financial
Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated September 8, 1999 by and among
the Registrant, Corporate Technology Information Services, Inc.,
OneSource Content Corporation and Andrew Campbell (Incorporated by
reference to Registrant's Form 8-K as filed with the Securities &
Exchange Commission on September 13, 1999).
2.2 Escrow Agreement dated September 8, 1999 by and among the
Registrant, Corporate Technology Information Services, Inc., Andrew
Campbell and Citizens Bank of Massachusetts (Incorporated by
reference to Registrant's Form 8-K as filed with the Securities &
Exchange Commission on September 13, 1999).
99.1 Press release of the Registrant dated September 9, 1999
(Incorporated by reference to Exhibit 99.1 to the
Registrant's Form 8-K as filed with the Securities & Exchange
Commission on September 13, 1999)
99.2 Press release of the Registrant dated October 1, 1999