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FILED UNDER RULE 424(B)(3)
REGISTRATION STATEMENT NO. 333-8511
PROSPECTUS SUPPLEMENT
TO
PROSPECTUS DATED SEPTEMBER 9, 1996
OF
INDIVIDUAL, INC.
This Prospectus Supplement supplements the Prospectus dated September 9,
1996 (the "Prospectus") of Individual, Inc. ("Individual" or the "Company")
relating to the resale of up to 1,514,309 shares of the Company's Common Stock,
par value $.01 per share (the "Common Stock"), which Prospectus was filed as a
part of the Company's Registration Statement on Form S-1, as amended
(Registration No. 333-8511).
The date of this Prospectus Supplement is December 4, 1996
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RECENT DEVELOPMENTS
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LEGAL PROCEEDINGS
The Company has been named as a defendant in a putative federal securities
class action lawsuit filed on November 13, 1996 in the United States District
Court for the District of Massachusetts. The lawsuit was filed on behalf of an
alleged class of purchasers of the Company's common stock during the period from
March 15, 1996 through July 24, 1996. The complaint filed in the lawsuit also
names as defendants, among others, certain of the Company's current and former
directors and officers, including Joseph A. Amram, the Company's former Chief
Executive Officer, as well as the three co-managing underwriters of the
Company's initial public offering which closed on March 20, 1996 (the "IPO").
The complaint alleges, among other things, that the defendants made
misstatements, or failed to make statements, to the investing public in the IPO
Prospectus and Registration Statement, as well as in subsequent public
disclosures, relating to the alleged existence of disputes between Joseph A.
Amram and the Company. The plaintiffs seek damages, including costs and
expenses, in an unspecified amount, among other relief. The Company believes
that the allegations contained in the complaint are without merit and intends to
defend vigorously against all such claims. However, the lawsuit is in its
earliest stages, and no estimate of possible damages or other losses to the
Company, if any, currently can be made. There can be no assurance that the
lawsuit ultimately will be resolved on terms that are favorable to the Company
or that the resolution of the lawsuit will not have a material adverse effect on
the Company and its business, results of operations and financial condition.
SALE OF BOOKWIRE DIVISION
On November 1, 1996, Individual entered into an Asset Purchase Agreement
with Cahners Publishing Company, a division of Reed Elsevier Inc. ("Cahners"),
pursuant to which Individual sold to Cahners substantially all of the assets of
Individual's BookWire division ("BookWire"), including the BookWire/TM/ World
Wide Web site, and Cahners assumed certain liabilities associated with BookWire.
Cahners paid Individual approximately $1 million in cash for BookWire.
ACQUISITION OF HOOVER BUSINESS INTELLIGENCE SERVICES UNIT
On October 17, 1996, 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"). 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. 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.
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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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