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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: OCTOBER 7, 1999
STUDENT ADVANTAGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 0-26173 04-3263743
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification
Number)
280 SUMMER STREET, BOSTON, MA 02210
(Address of Principal Executive Offices) (Zip Code)
(617) 912-2011
(Registrant's Telephone Number, Including Area Code)
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On October 7, 1999, SA Acquisition II, Inc. ("SA"), a wholly owned
subsidiary of Student Advantage, Inc. (the "Company"), merged into Voice FX
Corporation ("FX") pursuant to an Agreement and Plan of Merger by and among the
Company, SA and FX, dated September 27, 1999. At the close of the transaction,
FX became a wholly-owned subsidiary of the Company.
Voice FX provides Internet and telephone ("IVR") services to students,
primarily grade reporting, transcript ordering and financial aid status
reporting.
All of the outstanding capital stock of FX was converted into the right
to receive an aggregate of 430,082 shares of Common Stock, $.01 par value, of
the Company and $1.1 million in cash. Additionally the Company assumed
outstanding FX stock options, which were converted into options to purchase an
aggregate of 59,687 shares of Company Common Stock. The exchange rate used to
convert the capital stock and options of FX into Common Stock and options of the
Company and cash were determined as a result of arms length negotiation.
To the best knowledge of the Company, neither the Company, any
affiliate, director, officer nor associate of any director or officer of the
Company has any material relationship with FX.
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ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
It is impractical to provide the required financial statements
at the time of filing of the Current Report on Form 8-K.
Required financial statements will be filed on a Form 8-K/A as
soon as practicable after the date hereof, but no later than
December 21, 1999.
(b) Pro Forma Financial Information
It is impractical to provide the required financial statements
at the time of filing of the Current Report on Form 8-K.
Required pro forma financial statements will be filed on a
Form 8-K/A as soon as practicable after the date hereof, but
no later than December 21, 1999.
(c) Exhibits: See Exhibit Index attached hereto.
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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 hereunto
duly authorized.
October 22, 1999 STUDENT ADVANTAGE, INC.
By: /s/ Raymond V. Sozzi, Jr.
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Raymond V. Sozzi, Jr.
President, Chief Executive Officer
and Chairman of the Board of
Directors
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EXHIBIT INDEX
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger among Student Advantage, Inc., SA
Acquisition II, Inc. and Voice FX Corporation dated September
27, 1999.
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