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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 17, 1996
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Individual, Inc.
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(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 0-27734 04-3036959
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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8 New England Executive Park W.
Burlington, Massachusetts 01803
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 273-6000
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ITEM 5. OTHER EVENTS.
On October 17, 1996, Individual, Inc. ("Individual") entered into an Asset
Purchase Agreement with the Information Access Company, a unit of The Thomson
Corporation ("IAC"), pursuant to which Individual acquired from IAC (the
"Acquisition") substantially all of the assets of IAC's Hoover Business
Intelligence Services unit ("Hoover"). The terms of the Acquisition provide
Individual with Hoover's technology and operations assets; customer contracts
and the rights to service those contracts; and the rights under Hoover's
agreements with key information suppliers. Individual paid IAC approximately $2
million in cash and deferred payments for the Hoover business.
Hoover provides real-time and archival electronic news reports presented in
Lotus Notes database format through the use of a proprietary intelligent
software agent that integrates and organizes information from news and
information sources. Individual develops and markets a suite of customized news
services that provide knowledge workers with daily personalized current
awareness reports, while offering information providers and advertisers new ways
to reach targeted audiences.
For additional information concerning the Acquisition, see the press
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release of Individual dated October 17, 1996, a copy of which is attached to
this Form 8-K as Exhibit 99.1 and incorporated herein by reference.
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Asset purchases and other acquisitions, including Individual's purchase of
substantially all of the Hoover assets, involve a number of potential risks,
including difficulties in the assimilation of the acquired operations,
technology, products and personnel, diversion of management's resources,
uncertainties associated with operating in new markets and working with new
employees and customers, and the potential loss of certain key employees
expected to join the acquiring company. In order for Individual to achieve
anticipated benefits from its acquisition of the Hoover assets, Individual will
have to integrate Hoover's business, products, technology and key employees into
Individual's existing business and make significant expenditures for sales and
marketing and product development to further develop Hoover's business. No
assurance can be given that Individual will be successful in this regard. If
Individual is not successful, it may be required to write off certain of the
Hoover assets. Moreover, even if successfully integrated, the acquired Hoover
assets may not lead to the achievement of the levels of revenue or productivity
comparable to those achieved by Individual's existing operations, or otherwise
perform as expected. There can also be no assurance that Individual will be
able to successfully renew the information provider agreements which were
assigned to Individual in connection with the Acquisition.
There can be no assurance that the acquisition of substantially all of the
Hoover assets or any future acquisitions will not have a material adverse effect
upon Individual's business and results of operations.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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Exhibit No. Description
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99.1 Press Release of Individual dated October 17, 1996
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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.
Individual, Inc.
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(Registrant)
Date: October 30, 1996 /s/ Robert L. Lentz
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Robert L. Lentz
Vice President, Finance and Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release of Individual dated October 17, 1996
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EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
For further information contact:
Richard Vancil, ext. 403 Michelle Goodall, ext. 215
Annette Lissauer, ext. 501 Shawn Whalen, ext. 238
Individual, Inc. Schwartz Communications
(617) 273-6000 (617) 431-0770
[email protected] [email protected]
INDIVIDUAL, INC. ACQUIRES HOOVER BUSINESS INTELLIGENCE UNIT
FROM INFORMATION ACCESS COMPANY
SOFTWARE AGENT SERVICE BRINGS IMPROVED REAL TIME AND ARCHIVAL CAPABILITY AND
THOUSANDS OF NEW INFORMATION SOURCES TO INDIVIDUAL'S ENTERPRISE CUSTOMERS
BURLINGTON, Mass. -October 17, 1996 - Individual, Inc., (NASDAQ:INDV) the
pioneer and leading provider of customized news services, announced today that
it has acquired the Hoover business intelligence services unit from the
Information Access Company, a unit of The Thomson Corporation (Toronto, Canada).
The acquisition complements Individual's service offering for its Enterprise
customers (First! for Notes and First! Intranet) with robust real-time and
archival functionality. The acquisition will also immediately bring to
Individual more than 6,000 new information sources, including agreements with:
IAC's news journals and databases such as PROMT and MARS; business publications
such as Forbes; financial databases such as Disclosure and EDGAR; and industry-
specific news sources such as ADIS and IMS World for the pharmaceutical
industry.
Hoover is an intelligent software agent that efficiently integrates and
organizes information from internal and external news and information sources.
The agent provides a neatly packaged, consolidated briefing report that is
organized based on a specified "context," such as a company or industry.
Reports are presented in Lotus Notes database format, and include real-time
alerting from newswire feeds as well as extensive access to retrospective
databases. Hoover's comprehensive information relationships include archival
access for year-to-date information plus a two year backfile.
"The Hoover product and technology offer a near-perfect match for our customized
news briefing services," said Michael E. Kolowich, Individual's President and
CEO. "Individual created the market for serving Enterprise executives with
daily personalized views of the business landscape, delivered by fax, email,
Lotus Notes, and on Internet/Inranet platforms. With Hoover, we flank our core
products with a comprehensive real-time capability on one side, and an extensive
archival access
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capability on the other side. Combine this with the thousands of new information
sources from Information Access Company and, in total, this acquisition
represents a major win for our Notes and Intranet customers. Our clients want a
consolidated current awareness and information management dashboard: Individual
now offers all the components."
The terms of the acquisition provide Individual, Inc. with all of Hoover's
technology and operations assets; customer contracts and the rights to service
those contracts; and the agreements to key information-supplier contracts. All
of Hoover's employees, based primarily in Cambridge, Massachusetts, will become
employees of Individual, Inc. Hoover's extensive client list includes
executives, product managers, competitive analysts, corporate librarians and
investor relations professionals in a range of industries including
pharmaceutical, insurance, information technology, packaged goods, utilities and
others. The financial terms of the purchase involve cash and deferred payments
by Individual for the net operating assets of Hoover of approximately $2
million.
In addition to supporting the existing Hoover installed base and enhancing the
product functionality for those customers, Individual intends to integrate the
Hoover product features and benefits into its First! for Notes and First!
Intranet product line. The integration for First! Intranet will be extended
primarily through the Lotus Notes Domino server technology, which allows any
standard Web client to participate in Notes applications. Once the integration
is completed, all of Individual's First! for Notes and First! Intranet clients
will be able to receive the benefits of Hoover's product features, and have
access to much more extensive databases and information sources.
Individual, Inc., is a pioneer and leading innovator of electronic personalized
information services. Through its proprietary information retrieval, filtering
and delivery technologies, Individual brings highly relevant, targeted news and
advertising to more than 280,000 readers worldwide. Individual's services
include First!/TM/, for corporate enterprises; NewsPage/TM/ , a comprehensive
custom news site on the World Wide Web (http://www.newspage.com);
FreeLoader/TM/, the first Web off-line delivery service
(http://www.freeloader.com); and BookWire/TM/ (http://www.bookwire.com).
Individual's strategic partners include Lotus, Knight-Rider, MSNBC, Microsoft
Corp., NETCOM, Netscape and Toshiba. The Company is headquartered in Burlington,
Mass., with offices around the world. Visit Individual on the Web at
http://www.individual.com.
Certain of the above statements are forward looking statements that involve
risks and uncertainties. Actual results could differ materially as a result of a
variety of factors, including, risks associated with acquisition, competitive
developments, other risk factors, and risk factors listed from time to time in
the Company's SEC reports.
NOTE TO EDITORS/REPORTERS: FOR BACKGROUND INFORMATION, VISIT INDIVIDUAL'S
ELECTRONIC PRESS ROOM AT: HTTP://WWW.INDIVIDUAL.COM/COMPANY/RELEASE.HTM
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NewsPage, First, FreeLoader and BookWire are trademarks of Individual, Inc. All
other trademarks contained herein are the property of their respective owners.
