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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 20-F/A
Amendment No.1
to
[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-26936
SMARTLOGIK GROUP PLC
(formerly known as Bright Station plc and The Dialog Corporation plc)
(Exact name of Registrant as specified in its charter)
ENGLAND
(Jurisdiction of incorporation or organization)
The Communications Building, 48 Leicester Square, London, WC2H 7DB
(Address of principal executive officer)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
None
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Title of each class Name of each exchange on which registered
American Depositary Shares, each representing
four Ordinary Shares of par value (Pounds)0.01 each NASDAQ National Market
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
None
Indicate the number of outstanding shares of each of the issuer's classes of
capital of common stock as of the close of the period covered by the annual
report: 172,614,502 Ordinary Shares, par value (Pounds)0.01 each
___________________
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark which financial statement item the registrant has elected
to follow: Item 17 [_] Item 18 [X]
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ITEM 19 -EXHIBITS
1.1 Memorandum of Association of the Company*
1.2 Articles of Association of the Company *
2.1(1) Form of Deposit Agreement among M.A.I.D. plc, The Bank of New York,
as Depositary, and holders from time to time of American Depositary
Shares issued thereunder (including as an exhibit the form of
American Depositary Receipt)
3.1 Not applicable
4.1 Agreement for the Sale of Shares and Release of Options, dated
October 13, 1999, between the Company and the holders of shares in
Muscat Limited
4.2 Form of Instrument creating Warrants
4.3(2) A Sale and Purchase Agreement, dated March 23, 2000, between the
Company and Thomson Corporation
4.4 Subscription Agreement, dated March 23, 2000, between the Company
and Jiyu Holdings
4.5 Engagement Letter, dated May 23, 2001, between the Company and Hoare
Govett
4.6 Placing Letters, dated May 29, 2001, between Hoare Govett as agent
of the Company and certain institutional investors
4.7 Bridge Facility Letter, dated June 12, 2001, between the Company
and antfactory Investments BV
4.8 Employment Agreement, dated June 13, 2001, between the Company and
Stephen Hill
4.9 Employment Agreement, dated June 13, 2001, between the Company and
Simon Canham
4.10 Employment Agreement, dated June 13, 2001, between the Company and
Robert Lomnitz
4.11 Letter Agreement, dated June 13, 2001, between the Company and
Stephen Hill
4.12 Letter Agreement, dated June 13, 2001, between the Company and Simon
Canham
4.13 Letter Agreement, dated January 2, 2001, between the Company and
Robert Lomnitz
5.1 Not applicable
6.1 Not applicable
7.1 Not applicable
8.1 List of Subsidiaries*
9.1 Not applicable
10.1 The Company's Annual Report 2000*
10.2 Auditors' Report to the Shareholders of Bright Station plc
(included in Exhibit 10.1)
10.3 The Company's Annual Report 1999*
10.4 Certain portions of the Company's listing particulars issued April
3, 2000*
10.5 Certain portions of the Company's Circular proposing the Placing and
Open Offer*
10.6 Schedule 10 - Notification of Major Interests in Shares*
_______________________
(1) Incorporated by reference to the exhibit designated by exhibit number 4.1
in Amendment No. 2 to the Company's Registration Statement on Form F-1
(Registration No. 33-97786).
(2) Incorporated by reference to the exhibit designated by exhibit number 4 in
the Company's Annual Report on Form 20-F filed with the Securities and
Exchange Commission on July 15, 2000.
* Previously Filed
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SMARTLOGIK GROUP PLC
/s/ Simon Canham
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Name: Simon Canham
Title: Chief Financial Officer
Date: July , 2001
Exhibit Index
4.1 Agreement for the Sale of Shares and Release of Options, dated October 13,
1999, between the Company and the holders of shares in Muscat Limited
4.2 Form of Instrument creating Warrants
4.4 Subscription Agreement, dated March 23, 2000, between the Company and Jiyu
Holdings
4.5 Engagement letter, dated May 23, 2001, between the Company and Hoare
Govett
4.6 Placing Letters, dated May 29, 2001, between Hoare Govett as agent of the
Company and certain institutional investors
4.7 Bridge Facility Letter, dated June 12, 2001, between the Company and
Antfactory Investments BV
4.8 Employment Agreement, dated June 13, 2001, between the Company and Stephen
Hill
4.9 Employment Agreement, dated June 13, 2001, between the Company and Simon
Canham
4.10 Employment Agreement, dated June 13, 2001, between the Company and Robert
Lomnitz
4.11 Letter Agreement, dated June 13, 2001, between the Company and Stephen
Hill
4.12 Letter Agreement, dated June 13, 2001, between the Company and Simon
Canham
4.13 Letter Agreement, dated January 2, 2001, between the Company and Robert
Lomnitz