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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): September 21, 1999
Commission File Number: 000-25269
VerticalNet, Inc.
(Exact name of registrant as specified in its charter.)
Pennsylvania 23-2815834
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(State or other jurisdiction of (I.R.S. Employer
incorporated of organization) Identification No.)
700 Dresher Road
Horsham, PA. 19044
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(Address of principal executive offices,
including zip code)
Registrant's telephone number, including area code: (215)328-6100
Not Applicable
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(Former name or former
address, if change since last report.)
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Item 5. OTHER EVENTS.
On September 21, 1999, VerticalNet, Inc. (the "Registrant") publicly
announced that it entered into a purchase agreement providing for the sale by
the Registrant of $100 million of its 5 1/4% convertible subordinated debentures
due 2004.
A copy of the press release issued by the Registrant on September 21,
1999 concerning the purchase agreement is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release of the Registrant, dated September 21, 1999.
1
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SIGNATURES
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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 thereunto duly authorized.
VERTICALNET, INC.
Date: September 21, 1999 By: /s/ Gene S. Godick
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Gene S. Godick
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description of Document
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99.1 Press Release of the Registrant, dated September 21, 1999
TYPE: EX-99.1
SEQUENCE: 2
DESCRIPTION: PRESS RELEASE DATED SEPTEMBER 21, 1999
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FOR IMMEDIATE RELEASE
For investor relations information, contact: For media inquiries, contact:
The Poretz Group, Investor Relations Peppercom
Esther Smith 703-506-1778, x225 Peter Harris, 212-931-6112
[email protected] [email protected]
At the company:
Gene S. Godick, Chief Financial Officer
215-315-3116
[email protected]
Muriel Lange, Director of Investor Relations
215-315-3367
[email protected]
VERTICALNET ANNOUNCES $100 MILLION CONVERTIBLE DEBT OFFERING
HORSHAM, PA., Sept. 21, 1999--VerticalNet, Inc. (Nasdaq:VERT) announced today
that it has entered into a purchase agreement providing for the sale to certain
initial purchasers of $100 million of convertible subordinated debentures. The
offering, which was made to qualified institutional buyers and to a limited
number of accredited investors, is expected to close September 27, 1999.
The Company has granted the initial purchasers a 30-day option to purchase up to
an additional $15 million of debentures. Interest on the debentures will accrue
at a rate of 5.25% per year, subject to adjustment in certain circumstances. The
debentures will mature in 2004 and will be convertible into shares of the
Company's common stock at a conversion price of $40 per share, subject to
adjustment in certain circumstances.
The debentures to be offered have not been registered under the Securities Act
of 1933 or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements.
VerticalNet/R/ expects to use the proceeds for (i) investments in, and
enhancement of, features and services in its portfolio of vertical trade
communities; (ii) acquisitions of additional vertical trade communities; (iii)
the development and acquisition of technologies and companies; (iv) the
acquisition of electronic marketplaces, exchanges and auction places of Internet
and traditional companies; (v) the development of its international strategy;
and (vi) for general corporate purposes.
VerticalNet, Inc. (www.verticalnet.com), owns and operates 47 industry-specific
Web sites designed as online business-to-business communities, known as vertical
trade communities. These vertical trade communities provide users with
comprehensive sources of information, interaction and e-commerce.
They are grouped into 10 sectors: ADVANCED TECHNOLOGIES: Aerospace Online,
ComputerOEM Online, Embedded Technology.com; Medical Design Online,
PlantAutomation.com, Test and Measurement.com; COMMUNICATIONS: Digital
Broadcasting.com, Fiber Optics Online, Photonics Online, Premises Networks.com,
RF Globalnet, Wireless Design Online; ENVIRONMENTAL: ElectricNet.com, Pollution
Online, Power Online, PublicWorks Online, Pulp and Paper Online, Safety Online,
Solid Waste Online, Water Online; FOOD AND PACKAGING : Bakery Online, Beverage
Online, Dairy Network.com, Food Ingredients Online, Food Online, Meat and
Poultry Online, Packaging Network.com; FOODSERVICE/ HOSPITALITY: Foodservice
Central.com; HEALTHCARE: E-Dental.com, Hospital Network.com, Nurses.com;
MANUFACTURING AND METALS: Machine Tools Online, Metrology World.com, Surface
Finishing.com, Tooling Online; PROCESS: Adhesives and Sealants.com, Chemical
Online, Hydrocarbon Online, Paint and Coatings.com, Pharmaceutical Online,
Semiconductor Online, Oil and Gas Online; SCIENCE: Bioresearch Online, Drug
Discovery Online, Laboratory Network.com; SERVICE: HR Hub.com, Property and
Casualty.com.
This announcement contains forward-looking statements that involve risks and
uncertainties, including information contained in this document where statements
are preceded by, followed by or include the words "believes," "plans,"
"intends," "expects," "anticipates" or similar expressions. For such statements,
the Company claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from the results predicted, and reported
results should not be considered as an indication of future performance. Factors
that could cause actual results to differ from those contained in the forward-
looking statements are set forth in filings that the Company has made with the
SEC, including the Company's most recent reports on Forms 10-K and 10-Q and its
Prospectus dated Feb. 10, 1999.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale of any securities in any jurisdiction in which such offering sold would be
unlawful.
VerticalNet is the registered trademark of VerticalNet, Inc. All other names are
trademarks and/or registered trademarks of their respective owners.
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