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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): November 13, 1996
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Individual, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27734 04-3036959
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8 New England Executive Park W.
Burlington, Massachusetts 01803
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (617) 273-6000
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ITEM 5. OTHER EVENTS.
Individual, Inc. ("Individual" or 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.
For additional information concerning the filing of the lawsuit, see the
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press release of Individual dated November 15, 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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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 November 15, 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: December 5, 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
Exhibit No. Description
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99.1 Press Release of Individual dated November 15, 1996
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EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
For further information, contact: Bob Lentz
Individual, Inc.
(617) 273-6000, ext. 259
[email protected]
INDIVIDUAL, INC. SAYS
SECURITIES CLASS ACTION LAWSUIT WITHOUT MERIT
BURLINGTON, MASS. -- NOVEMBER 15, 1996 -- Individual, Inc. (NASDAQ: INDV)
announced that it has been named as a defendant in a securities class action
lawsuit filed in U.S. District Court for the District of Massachusetts allegedly
on behalf of purchasers of the Company's common stock during the period March
15, 1996 through July 24, 1996. The complaint also names as defendants, among
others, certain of the Company's current and former directors and officers,
including former CEO Joseph ("Yosi") A. Amram, whose employment with the Company
terminated in August 1996. The underwriters in the Company's March 1996 initial
public offering were also named as defendants. The complaint alleges that the
defendants made misstatements, or failed to make statements, to the investing
public in the Company's initial public offering prospectus relating to alleged
disputes between Mr. Amram and the Company.
William A. Devereaux, Individual's Chairman, stated, "The Company believes the
allegations in the complaint are without any merit and intends to vigorously
defend against them." Mr. Devereaux noted that Individual's user base and
revenue growth have reached record levels during and since the period in
question, adding "In recent months, former AT&T New Media CEO Michael E.
Kolowich joined the Company as President and CEO. Under his leadership the
Company continues to leverage its core competencies in electronic news filtering
and delivery towards the goal of becoming the leading provider of customized
electronic news services for knowledge workers."
Individual, Inc. is a pioneer and leading provider of electronic personalized
information services. Through its exclusive information retrieval, filtering,
and delivery technologies, Individual brings highly relevant, precisely targeted
news, information, and advertising to more than 425,000 readers worldwide.
Individual's services include: First! and Hoover for corporate enterprises;
NewsPage, a comprehensive custom news site on the World Wide Web
(http://www.newspage.com); and FreeLoader, the first off-line Web delivery
service (http://www.freeloader.com). Individual's partners include Lotus,
Knight-Ridder, 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, including, without limitation, Management's
plans and objectives and statements regarding future operations are forward
looking statements that involve risks and uncertainties. Actual results could
differ materially as a result of a variety of factors, including, changes in the
rapidly evolving market for customized business information services, risks of
technological change and new product introductions, risks associated with
acquisitions, competitive developments, and other risk factors described from
time to time in the Company's SEC reports.
