<PAGE>
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 9, 1999
Commission File Number: 000-25269
VerticalNet, Inc.
(Exact name of registrant as specified in its charter.)
Pennsylvania 23-2815834
------------------------------ -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporated of organization) Identification No.)
700 Dresher Road
Horsham, PA. 19044
------------------------------
(Address of principal executive offices,
including zip code)
Registrant's telephone number, including area code: (215)328-6100
Not Applicable
------------------------------------
(Former name or former
address, if change since last report.)
<PAGE>
Item 5. OTHER EVENTS.
On September 9, 1999, VerticalNet, Inc. (the "Registrant") publicly
announced that it intends to raise $125 million, excluding the proceeds of the
over-allotment option, through an offering of convertible subordinated
debentures.
A copy of the press release issued by the Registrant on September 9,
1999 concerning the offering 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 9, 1999.
1
<PAGE>
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 thereunto duly authorized.
VERTICALNET, INC.
Date: September 10, 1999 By: /s/ Gene S. Godick
-------------------
Gene S. Godick
Chief Financial Officer
2
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Document
- ------- -----------------------
99.1 Press Release of the Registrant, dated September 9, 1999
TYPE: EX-99.1
SEQUENCE: 2
DESCRIPTION: PRESS RELEASE DATED SEPTEMBER 9, 1999
<PAGE>
EXHIBIT 99.1
Contact:
VerticalNet, Horsham
Gene S. Godick, Chief Financial Officer, 215/315-3116
[email protected]
or
Muriel Lange, Director of Investor Relations
215/315-3367
[email protected]
or
The Poretz Group, Investor Relations
Esther Smith, 703/506-1778 x225
[email protected]
or
Peppercom, Media
Peter Harris, 212/931-6112
[email protected]
Company Press Release
VerticalNet Announces Proposed $125 Million Convertible Debt Offering
HORSHAM, Pa.--Sept. 9, 1999--VerticalNet, Inc. (Nasdaq:VERT) today announced
that it intends to offer, subject to market and other conditions, $125 million
of aggregate principal amount of convertible debentures due 2004 in a private
placement under Rule 144A of the Securities Act of 1933. The offering, which may
include an over-allotment option, will be made only to qualified institutional
buyers and to a limited number of institutional accredited investors and has not
been registered and may not be offered or sold in the United States absent
registration or an applicable exemption from registration.
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, Public Works 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.
