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 22, 1998
CDNOW, INC.
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(Exact Name of Registrant Specified in Charter)
Pennsylvania 0-23753 23-2813867
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1005 Virginia Drive, Fort Washington, PA 19034
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(Address of Principal Executive Offices) (Zip Code)
(610) 619-9900
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(Registrant's telephone number)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
Approval of Merger. On March 17, 1998, the stockholders of CDnow, Inc., a
Pennsylvania corporation ("CDnow"), approved the transactions contemplated by
the Amended and Restated Agreement and Plan of Merger dated January 29, 1999
(the "Merger Agreement"), among CDnow, N2K Inc., a Delaware corporation ("N2K"),
and CDnow/N2K, Inc., a Pennsylvania corporation ("CDnow/N2K").
The Merger. In accordance with the terms of the Merger Agreement, each
issued and outstanding share of CDnow common stock converted into one share of
CDnow/N2K common stock and each issued and outstanding share of N2K common stock
converted into .83 share of CDnow/N2K. N2K and CDnow are wholly-owned
subsidiaries of CDnow/N2K. A copy of the Joint Press Release, dated March 17,
1999 issued by CDnow and N2K is attached as Exhibit 99.1 and is incorporated
herein by reference.
CDnow/N2K, Inc. CDnow/N2K is the successor registrant of CDnow, Inc. The
shares of CDnow/N2K issued in the merger were registered under a Registration
Statement on Form S-4 (333-72463) effective February 16, 1999. CDnow/N2K's 1934
Act identification number is 0-25543. CDnow/N2K common stock is traded on the
Nasdaq national market under the ticker symbol, CDNW.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit Number Description
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99.1 Joint Press Release, dated March 17, 1999 issued
by CDnow, Inc. and N2K Inc.
1
SIGNATURE
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.
CDNOW, INC.
By: /s/ JASON OLIM
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Jason Olim
President and Chief Executive Officer
Dated: March 17, 1999
2
EXHIBIT INDEX
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Exhibit Number Description
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99.1 Joint Press Release, dated March 17, 1999 issued by
CDnow, Inc. and N2K Inc.