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) November 16, 2000
-------------------
- -
THESTREET.COM, INC.
- ------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-025779 06-1515824
- ------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
14 Wall Street, 14th Floor, New York, New York 10005
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 321-5000
None
- -----------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On November 16, 2000, TheStreet.com, Inc., a Delaware corporation
(the "Registrant") entered into a Share Purchase Agreement (the "Share
Purchase Agreement") with Chase Equity Associates L.P. ("Chase") and the
other shareholders (together with Chase, the "Investors") of TheStreet.com
(Europe) Limited ("TSC Europe"), the Registrant's U.K. subsidiary, pursuant
to which, among other things, the Registrant purchased the 2,550,000 shares
of TSC Europe held by the Investors for an aggregate consideration of
$3,000,000 in cash and 1,250,000 shares of common stock of the Registrant.
In connection with this transaction, the Investment Agreement, dated
September 11, 1999, among the Registrant and the Investors, will be
terminated. The Investment Agreement contains, among other things, a
provision pursuant to which, in the event of a change of control of the
Registrant, the Investors had the right to require the Registrant to
purchase their shares in TSC Europe for an aggregate consideration of $34
million, increasing to $42 million after September 11, 2001. This right,
with certain exceptions, would have remained in effect indefinitely. The
Registrant plans to shut down the operation of TSC Europe. It is estimated
that the Registrant will incur a one-time discontinued operations charge of
between $6 million and $8.5 million. The Share Purchase Agreement is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On November 16, 2000, the Registrant issued a press release
announcing that it had entered into the Share Purchase Agreement. The press
release is attached hereto as exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
10.1 Share Purchase Agreement, dated as of November 16, 2000, among
the Registant, Chase Equity Associates L.P. and the other
shareholders of TheStreet.com (Europe) Limited named therein.
99.1 Press Release, dated November 16, 2000.
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 undersigned hereunto duly authorized.
THESTREET.COM, INC.
Dated: November 22, 2000 By: /s/ Thomas J. Clarke
--------------------------------------
Name: Thomas J. Clarke
Title:President and Chief Executive
Officer
EXHIBIT INDEX
Exhibit No. Description
10.1 Share Purchase Agreement, dated as of November 16, 2000, among
the Registant, Chase Equity Associates L.P. and the other
shareholders of TheStreet.com (Europe) Limited named therein.
99.1 Press Release, dated November 16, 2000.