<PAGE>
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) July 12, 2000
------------------------------
Hoover's, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-26097 74-2559474
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1033 La Posada Drive, Austin, Texas 78752
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 374-4500
-----------------------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On July 12, 2000, Hoover's, Inc. ("Hoover's"), Panda Merger Corp., a
wholly owned subsidiary of Hoover's, and Powerize.com, Inc. ("Powerize")
entered into an Agreement and Plan of Reorganization (the "Merger Agreement")
pursuant to which Powerize will become a wholly owned subsidiary of Hoover's
(the "Merger"). A copy of the Merger Agreement is filed as Exhibit 99.1
hereto. As a result of the Merger, Hoover's will pay approximately
$2,646,314 and issue approximately 1,877,327 shares of Hoover's common stock,
subject to adjustment as provided in Sections 1.6(a), 1.6(g) and 1.6(i) of
the Merger Agreement, in exchange for all of Powerize's outstanding capital
stock, including warrants and stock options assumed pursuant to the Merger
Agreement.
On July 12, 2000, Hoover's issued a press release announcing that it has
entered into a definitive agreement to acquire Powerize. A copy of this
press release is filed as Exhibit 99.2 hereto.
The Merger is intended to constitute a reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and to be accounted
for as a purchase transaction. Consummation of the Merger is subject to
various conditions, including, among other things, receipt of the necessary
approvals of the stockholders of Powerize.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement.
Stockholders are able to obtain filings containing information about
Hoover's, without charge, at the SEC's Internet site (http://www.sec.gov) or
by contacting the Secretary of Hoover's.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
The following Exhibits are filed herewith:
99.1 Agreement and Plan of Reorganization, dated
July 12, 2000, by and among Hoover's, Inc., Panda
Merger Corp. and Powerize.com, Inc.
99.2 Press release issued by Hoover's, Inc., dated
July 12, 2000, announcing that it has entered
into a definitive agreement to acquire
Powerize.com, Inc.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
HOOVER'S, INC.
Dated: July 14, 2000 By: /s/ KRIS RAO
----------------------------------
Kris Rao
Vice President and General Counsel
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -----------------------
<S> <C>
99.1* Agreement and Plan of Reorganization, dated July 12, 2000, by and
among Hoover's, Inc., Panda Merger Corp. and Powerize.com, Inc.
99.2* Press release issued by Hoover's, Inc., dated July 12, 2000,
announcing that it has entered into a definitive agreement to
acquire Powerize.com, Inc.
</TABLE>
* filed herewith
