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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): April 26, 1998
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BRIGHT HORIZONS, INC
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-23273 04-3390321
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
One Kendall Square, Building 200, Cambridge, MA 02139
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 577-8020
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This is Page 1 of 5 Pages.
Exhibit Index appears on Page 5.
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ITEM 5. OTHER EVENTS
On April 26, 1998, Bright Horizons, Inc., a Delaware corporation ("Bright
Horizons"), and CorporateFamily Solutions, Inc., a Tennessee corporation
("CorporateFamily"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). In accordance with the terms of the Merger Agreement (i) Bright
Horizons and CorporateFamily will form Bright Horizons Family Solutions, Inc. a
Delaware corporation ("BHFS"), (ii) Merger Sub B, a Delaware corporation and
wholly owned subsidiary of BHFS, will merge (the "BRHZ Merger") with and into
Bright Horizons, with Bright Horizons as the Surviving Corporation and (iii)
Merger Sub A, a Tennessee corporation and wholly owned subsidiary of BHFS, will
merge (the "CFAM Merger" and together with the BRHZ Merger, the "Merger") with
and into CorporateFamily, with CorporateFamily as the Surviving Corporation. In
the Merger, each issued and outstanding share of common stock, par value $0.01
per share, of Bright Horizons will be converted into the right to receive
1.15022 shares of common stock, par value $0.01 per share, of BHFS ("BHFS Common
Stock") and each issued and outstanding share of common stock, no par value per
share, of CorporateFamily will be converted into the right to receive one share
of BHFS Common Stock. Each outstanding option of Bright Horizons and
CorporateFamily will be converted into an option to purchase shares of BHFS
Common Stock at the same conversion ratios referenced above. The Merger
Agreement also provides for the payment of a break-up fee equal to $4.0 million
under certain circumstances. The transaction is intended to be treated as a
tax-free reorganization and to be accounted for as a pooling of interests. The
closing of the Merger is subject to customary conditions, including the receipt
of regulatory and shareholder approvals. The closing is expected to occur in the
third quarter of 1998.
Concurrently with the execution of the Merger Agreement, Bright Horizons
and CorporateFamily entered into reciprocal Stock Option Agreements, granting
each other the right to purchase ten percent (10%) of the issued and outstanding
shares of Common Stock of the other entity upon the occurrence of certain
events.
The foregoing description is qualified in its entirety by reference to the
Merger Agreement and each of the Stock Option Agreements, each of which is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
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2.1 Agreement and Plan of Merger dated April 26, 1998 by and between
Bright Horizons, Inc. and CorporateFamily Solutions, Inc.
(Incorporated by Reference to Exhibit 2.1 of the Current Report
on Form 8-K filed by CorporateFamily Solutions, Inc. on April 28,
1998, File No. 000-22811).
2.2 Stock Option Agreement dated April 26, 1998 by and between Bright
Horizons, Inc. (Grantee) and CorporateFamily Solutions, Inc.
(Issuer) (Incorporated by Reference to Exhibit 2.2 of the
Current Report on Form 8-K filed by CorporateFamily Solutions,
Inc. on April 28, 1998, File No. 000-22811).
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2.3 Stock Option Agreement dated April 26, 1998 by and between Bright
Horizons, Inc. (Issuer) and CorporateFamily Solutions, Inc.
(Grantee) (Incorporated by Reference to Exhibit 2.3 of the
Current Report on Form 8-K filed by CorporateFamily Solutions,
Inc. on April 28, 1998, File No. 000-22811).
2.4 Agreement to Furnish Copies of Omitted Annexes, Schedules and
Exhibits to the Agreement and Plan of Merger dated April
26, 1998 by and between Bright Horizons, Inc. and CorporateFamily
Solutions, Inc.
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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.
BRIGHT HORIZONS, INC.
By: /s/ Elizabeth J. Boland
_______________________________________________
Name: Elizabeth J. Boland
Title: Chief Financial Officer
Date: April 29, 1998
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description of Exhibits Page
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2.1 Agreement and Plan of Merger dated April 26, 1998 by
and between Bright Horizons, Inc. and CorporateFamily
Solutions, Inc. (Incorporated by Reference to Exhibit 2.1
of the Current Report on Form 8-K filed by
CorporateFamily Solutions, Inc. on April 28, 1998, File
No. 000-22811).
2.2 Stock Option Agreement dated April 26, 1998 by and
between Bright Horizons, Inc. (Grantee) and
CorporateFamily Solutions, Inc. (Issuer) (Incorporated by
Reference to Exhibit 2.2 of the Current Report on Form
8-K filed by CorporateFamily Solutions, Inc. on April
28, 1998, File No. 000-22811).
2.3 Stock Option Agreement dated April 26, 1998 by and
between Bright Horizons, Inc. (Issuer) and
CorporateFamily Solutions, Inc. (Grantee) (Incorporated
by Reference to Exhibit 2.3 of the Current Report on
Form 8-K filed by CorporateFamily Solutions, Inc. on
April 28, 1998, File No. 000-22811).
2.4 Agreement to Furnish Copies of Omitted Annexes,
Schedules and Exhibits to the Agreement and Plan of
Merger dated April 26, 1998 by and between Bright
Horizons, Inc. and CorporateFamily Solutions, Inc.
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EXHIBIT 2.4
April 29, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger (the "Merger
Agreement") dated April 26, 1998 by and between Bright Horizons, Inc. and
CorporateFamily Solutions, Inc., which is an exhibit to the Registrant's Current
Report on Form 8-K (the "Current Report") filed today with the Securities and
Exchange Commission (the "Commission"). The Registrant hereby agrees to furnish
to the Commission, upon request, a copy of any annex, schedule or exhibit to the
Merger Agreement omitted from the copy of such agreement filed as an exhibit to
the Current Report.
Very truly yours,
BRIGHT HORIZONS, INC.
By: /s/ Elizabeth J. Boland
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Elizabeth J. Boland
Chief Financial Officer
