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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 1, 2000
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Hoover's, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-26097 74-2559474
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1033 La Posada Drive, Austin, Texas 78752
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 374-4500
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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
This Form 8-K/A is being filed for the purpose of including in the Current
Report on Form 8-K filed by the Registrant on August 16, 2000 the financial
statements and pro forma financial information required by Item 7.
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(a) Financial Statements of Business Acquired. The required
financial statements of Powerize.com, Inc. are included as
an exhibit to this Form 8-K/A.
(b) Pro Forma Financial Information. The required pro forma
financial information of the Registrant is included as an
exhibit to this Form 8-K/A.
(c) Exhibits.
* 2.1 - Agreement and Plan of Reorganization, dated July
12, 2000, by and among Hoover's, Inc., Panda
Merger Corp. and Powerize.com, Inc. The annexes,
schedules, exhibits and other attachments to such
document have not been filed because, in the
Registrant's judgment, they do not contain
information that is material to an investment
decision and that is not otherwise disclosed in
the agreement or this Current Report on Form 8-K.
The contents of such omitted attachments are
briefly identified in the agreement, and the
Registrant agrees to furnish supplementally a copy
of any omitted attachment to the Securities and
Exchange Commission upon request. (Filed as
Exhibit 99.1 to the Registrant's Report on Form
8-K filed with the Securities and Exchange
Commission on July 14, 2000.)
23.1 - Consent of PricewaterhouseCoopers LLP with respect
to the financial statements of Powerize.com, Inc.
+ 99.1 - Amended and Restated Employment Agreement, dated
May 28, 1999 and effective as of December 31,
1998, by and between Powerize.com, Inc. and Mark
Gaertner.
+ 99.2 - Addendum to Amended and Restated Employment
Agreement, dated July 12, 2000, by and between the
Registrant, Powerize.com, Inc. and Mark Gaertner.
+ 99.3 - Press Release issued by the Registrant, dated
August 2, 2000, announcing that it has completed
the acquisition of Powerize.com, Inc.
99.4 - The following financial statements of
Powerize.com, Inc.:
Page
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Report of Independent Accountants F-1
Balance Sheets as of December 31, 1998
and 1999 and June 30, 2000. . . . . . . . . . . . F-2
Statements of Operations for the period
March 17, 1997 (Date of Inception) to
December 31, 1997 and the Years Ended
December 31, 1998 and 1999 and the Three
Months Ended March 31, 1999, March 31, 2000,
June 30, 1999 and June 30, 2000 . . . . . . . . . F-3
Statements of Changes in Stockholders' Deficit
for the period March 17, 1997 (Date of Inception)
to December 31, 1997 and the Years Ended
December 31, 1998 and 1999 and the Three Months
Ended March 31, 2000, June 30, 1999 and June 30,
2000. . . . . . . . . . . . . . . . . . . . . . . F-4
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Statements of Cash Flows for the period
March 17, 1997 (Date of Inception) to
December 31, 1997 and the Years Ended
December 31, 1998 and 1999 and the Three
Months Ended March 31, 1999, March 31, 2000,
June 30, 1999 and June 30, 2000. . . . . . . . . F-5
Notes to Financial Statements . . . . . . . . . . F-6
99.5 - The following pro forma financial statements of the
Registrant:
Page
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Proforma Statement of Income for Hoover's,
Inc. Year Ended March 31, 2000 and
Powerize.com, Inc. Year Ended December 31,
1999 and Hoover's, Inc. Three Months Ended
June 30, 2000 and Powerize.com, Inc. Three
Months Ended June 30, 2000. . . . . . . . . . . . F-19
Proforma Balance Sheet for Hoover's Inc.
as of March 31, 2000 and Powerize.com, Inc.
as of December 31, 1999 and Hoover's, Inc.
as of June 30, 2000 and Powerize.com, Inc. as
of June 30, 2000. . . . . . . . . . . . . . . . . F-20
Notes to Unaudited Pro Forma Condensed
Financial Statements . . . . . . . . . . . . . . . F-21
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* Incorporated by reference to the indicated filing.
+ Previously filed.
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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.
Dated: October 16, 2000
HOOVER'S, INC.
By: /s/LYNN ATCHISON
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Lynn Atchison
Senior Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description of Document
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* 2.1 - Agreement and Plan of Reorganization, dated July 12, 2000,
by and among Hoover's, Inc., Panda Merger Corp.
and Powerize.com, Inc. The annexes, schedules,
exhibits and other attachments to such document have
not been filed because, in the Registrant's judgment,
they do not contain information that is material to an
investment decision and that is not otherwise disclosed in
the agreement or this Current Report on Form 8-K. The
contents of such omitted attachments are briefly
identified in the agreement, and the Registrant agrees
to furnish supplementally a copy of any omitted attachment
to the Securities and Exchange Commission upon request.
(Filed as Exhibit 99.1 to the Registrant's Report on
Form 8-K filed with the Securities and Exchange Commission
on July 14, 2000.)
23.1 - Consent of PricewaterhouseCoopers LLP with respect to the
financial statements of Powerize.com, Inc.
+ 99.1 - Amended and Restated Employment Agreement, dated May 28,
1999 and effective as of December 31, 1998, by and between
Powerize.com, Inc. and Mark Gaertner.
+ 99.2 - Addendum to Amended and Restated Employment Agreement, dated
July 12, 2000, by and between the Registrant, Powerize.com,
Inc. and Mark Gaertner.
+ 99.3 - Press Release issued by the Registrant, dated August 2,
2000, announcing that it has completed the acquisition
of Powerize.com, Inc.
99.4 - The following financial statements of Powerize.com, Inc.:
Page
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Report of Independent Accountants . . . . . . . . F-1
Balance Sheets as of December 31, 1998
and 1999 and June 30, 2000. . . . . . . . . . . . F-2
Statements of Operations for the period
March 17, 1997 (Date of Inception) to
December 31, 1997 and the Years Ended
December 31, 1998 and 1999 and the Three
Months Ended March 31, 1999, March 31, 2000,
June 30, 1999 and June 30, 2000 . . . . . . . . . F-3
Statements of Changes in Stockholders' Deficit
for the period March 17, 1997 (Date of
Inception) to December 31, 1997 and the Years
Ended December 31, 1998 and 1999 and the Three
Months Ended March 31, 2000, June 30, 1999 and
June 30, 2000 . . . . . . . . . . . . . . . . . . F-4
Statements of Cash Flows for the period
March 17, 1997 (Date of Inception) to
December 31, 1997 and the Years Ended
December 31, 1998 and 1999 and the Three
Months Ended March 31, 1999, March 31, 2000,
June 30, 1999, and June 30, 2000. . . . . . . . . F-5
Notes to Financial Statements . . . . . . . . . . F-6
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99.5 - The following pro forma financial statements of the Registrant:
Page
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Proforma Statement of Income for Hoover's,
Inc. Year Ended March 31, 2000 and
Powerize.com, Inc. Year Ended December 31,
1999 and Hoover's, Inc. Three Months Ended
June 30, 2000 and Powerize.com, Inc. Three
Months Ended June 30, 2000. . . . . . . . . . . . F-19
Proforma Balance Sheet for Hoover's
Inc. as of March 31, 2000 and Powerize.com, Inc.
as of December 31, 1999 and Hoover's, Inc. as
of June 30, 2000 and Powerize.com, Inc. as of
June 30, 2000 . . . . . . . . . . . . . . . . . . F-20
Notes to Unaudited Pro Forma Condensed
Financial Statements . . . . . . . . . . . . . . F-21
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* Incorporated by reference to the indicated filing.
+ Previously filed.
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