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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 1, 2000, Hoover's, Inc. ("Hoover's") acquired
Powerize.com, Inc., a Delaware corporation ("Powerize"), in accordance with
an Agreement and Plan of Reorganization (the "Reorganization Agreement"),
dated as of July 12, 2000, by and among Hoover's, Panda Merger Corp, a
Delaware corporation ("Panda") and wholly owned subsidiary of Hoover's, and
Powerize. The acquisition was effected by merging Panda with and into
Powerize (the "Merger"), as a result of which Powerize became a wholly owned
subsidiary of Hoover's.
By virtue of the Merger, (i) each share of Powerize common stock
outstanding immediately prior to the consummation of the Merger was converted
into the right to receive 0.226568613 of a share of Hoover's common stock (the
"Exchange Ratio") (plus cash in lieu of any fractional shares) and
$0.370977989 in cash (the "Cash Consideration"), subject to rounding in the
aggregate, (ii) Hoover's assumed Powerize's outstanding warrants, which became
exercisable for Hoover's common stock and cash based on the Exchange Ratio and
the Cash Consideration, and (iii) Hoover's assumed Powerize's outstanding
options, which became exercisable for Hoover's common stock based on an option
exchange ratio of 0.273902327. The aggregate merger consideration payable with
respect to each share of outstanding Powerize common stock, each assumed
Powerize warrant and each assumed Powerize option is the same. A higher
exchange ratio is payable with respect to the assumed Powerize options because
the merger consideration for the assumed options does not include a cash
component. As a result, Hoover's will issue approximately 1.48 million shares
of Hoover's common stock, pay approximately $2.42 million in cash, assume
warrants to acquire approximately 132,000 shares of Hoover's common stock and
$220,000 in cash, and assume options to acquire approximately 261,000 shares
of Hoover's common stock. In addition, Hoover's assumed subordinated
convertible promissory notes payable by Powerize, which are now convertible
into up to 74,443 shares of Hoover's common stock. Approximately 119,000
shares of Hoover's common stock and $233,000 in cash will be withheld and
placed in escrow for a period of approximately 12 months in order to secure
certain indemnification obligations of Powerize stockholders pursuant to the
Reorganization Agreement.
The amount of the consideration in the Merger was determined based
upon arm's-length negotiations between Hoover's and Powerize. The transaction
is intended to qualify as a tax-free reorganization under the Internal Revenue
Code of 1986, as amended, and will be accounted for using the purchase method
of accounting. After giving effect to the issuance of shares in connection
with the Merger, Hoover's has approximately 15,569,019 shares of its common
stock outstanding, as of August 1, 2000.
The acquisition by Hoover's of shares of Powerize common stock
pursuant to the Reorganization Agreement is deemed the indirect acquisition of
the assets of Powerize represented thereby, including Powerize's plant,
equipment and other physical property. Powerize utilizes such assets in the
conduct of its business as a provider of content integration services for
enterprise information portals and high-traffic Web sites. Hoover's intends to
continue such business and will continue to utilize such assets in the conduct
of its business providing service for business via the Internet.
Immediately prior to the Merger, all of the issued and outstanding
shares of capital stock of Powerize were owned by the stockholders of
Powerize. Hoover's is not aware of any pre-existing material relationship
between such stockholders and Hoover's, or between such stockholders and any
Hoover's affiliates, directors or officers, or any associate of any such
director or officer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired. The Registrant
believes it is impractical to provide financial statements of
Powerize.com, Inc. on the date of this filing, and will, if
required, file such financial statements when available but
not later than 60 days after the date on which this Current
Report on Form 8-K must be filed.
(b) Pro Forma Financial Information. The Registrant believes it is
impractical to provide pro forma financial information
reflecting the Registrant's acquisition of Powerize.com, Inc.
on the date of this filing, and will, if required, file such
financial statements when available but not later than 60 days
after the date on which this Current Report on Form 8-K must
be filed.
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(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.)
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.
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* Incorporated by reference to the indicated filing.
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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: August 16, 2000
HOOVER'S, INC.
By: /s/ KRIS RAO
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Kris Rao
Vice President and
General Counsel
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EXHIBIT INDEX
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<CAPTION>
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.)
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.
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* Incorporated by reference to the indicated filing.
