SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 1998
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The Dialog Corporation plc
(exact name of registrant as specified in its charter)
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The Communications Building
48 Leicester Square
London WC2H 7D8, England
(Address of Principal Executive Offices)
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Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Form 20-F |X| Form 40-F|_|
Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:
Yes |_| No |X|
On October 6, 1998, The Dialog Corporation plc (the "Registrant")
issued a press release, attached as Exhibit 99.1 to this report on Form
6-K, announcing that it had exercised its option to purchase Responsive
Database Services, Inc., a developer and producer of business information
and social science databases that are available to users through online
information services, CD-ROM and the Internet, for cash of $2.85 million.
On October 8, 1998, the Registrant announced the appointment of Patrick Sommers
as Chief Operating Officer and as a member of the Registrant's board of
directors in a press release attached as Exhibit 99.2 hereto. On October 9,
1998, the Registrant issued a press release, attached as Exhibit 99.3
hereto, announcing the appointment of Graham Burrows as Chief Technology
Officer and as a member of the Registrant's board of directors. The
appointments of Messrs. Sommers and Burrows raise the number of the
Registrant's directors to twelve.
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Press Release, "The Dialog Corporation Exercises 4
Option to Purchase Leading Business and News
Provider Responsive Database Systems, Inc.,"
dated as of October 6, 1998.
99.2 Press Release, "The Dialog Corporation Appoints 8
Patrick Sommers as Chief Operating Officer,"
dated as of October 8, 1998.
99.3 Press Release, "The Dialog Corporation Appoints 10
Graham Burrows, Joint Chief Technology Officer,
to Board of Directors," dated as of October 9,
1998.
EXHIBIT 99.1
[THE DIALOG CORPORATION LETTERHEAD]
News Announcement
For Immediate release
THE DIALOG CORPORATION EXERCISES OPTION TO PURCHASE
LEADING BUSINESS AND NEWS PROVIDER
RESPONSIVE DATABASE SERVICES, INC.
New York, October 6, 1998: The Dialog Corporation plc ("Dialog") today
announced that it has exercised its option to purchase Responsive Database
Services, Inc. (RDS) for cash of $2.85 million.
RDS electronic information resources are used by business professionals and
in public, academic and special libraries. Founded by Dick Harris in 1994,
RDS develops and produces business information and social science databases
which are available to users through online information services, CD-ROM
and the Internet. The business information databases are used for
competitive intelligence, strategic planning, identification and evaluation
of new opportunities, new product tracking and for issues related to
effective business management practices.
Excluding revenues earned from Dialog, RDS revenues for 1997 were $3.1
million, up from $1.35 million in 1996. RDS made a net loss of $1.64
million during the year ended December 31, 1997 (1996: $1.46 million) and
at December 31, 1997, its net deficit amounted to $3.95 million (1996:
$2.31 million). Dialog has historically provided all financing for RDS and,
accordingly, has consolidated its results within the group financial
statements. Goodwill of $2.85 million arising as a result of this
transaction will be capitalized and amortized to the profit and loss
account over a twenty-year period.
Since January 1, 1998, RDS has generated sufficient cash inflow to fund all
operations. Founder and President, Dick Harris has committed to remaining
with RDS for at least one year following the purchase by Dialog.
Derek Smith, Executive Vice-President of The Dialog Corporation, commented:
"The purchase of RDS enhances Dialog's position as a provider of quality
value-added business databases. Exercising the option to purchase RDS
allows Dialog to leverage the business content for its own range of
business, professional and academic products as well as licensing the data
to other online services providing the company with a significant source of
potential income. We are delighted that Dick Harris is staying on to
continue to grow RDS on a global basis."
RDS databases include Business and Industry (B&I), an innovative,
broad-based, full-text, business information database; TableBase, providing
access to tabular information on companies, products, industries, countries
and markets with data drawn from privately published statistical annuals,
trade associations, non-profit research groups, government agencies,
international organizations, industry reports and over 900 trade and
industry publications included in Business and Industry; Business and
Management Practices (BAMP), containing information dealing with the
processes, methods, and strategies of managing a business with coverage
focusing on source publications that deal with management issues or
business methodology from a practical approach; RDS Business Reference
Suite, a combined offering of all three business databases through a common
Internet search interface; and Contemporary Women's Issues, a social
sciences database containing full-text access to reports and periodicals
regarding women's issues.
Responsive Database Services, Inc. (RDS) (www.rdsinc.com)
Responsive Database Services, Inc. (RDS) is a privately owned database
publishing company founded in April 1994 and based in Beachwood, Ohio, a
suburb of Cleveland. The RDS senior management has over 100 years of
experience in the information industry, working in management positions at
some of the most prestigious non-profit and private sector information
companies that serve academia, public libraries and the corporate world on
a global basis. RDS occupies 8,000 square feet of modern office space,
employing a staff of more than 50 people in the USA. RDS acquired a UK
company in November 1995 which operates under the name of Responsive
Database Services, Ltd. in Luton, Bedfordshire; at this 1600 square foot
location, a majority of European source materials is abstracted from 8
European languages for RDSL's Telecoms and IT information services and for
the RDS databases.
The focus of RDS is in several areas. One area involves databases dealing
with business information related to the United States and international
markets. RDS produces three business related databases which focus on (1)
companies and industries, (2) management practices, and (3) market research
statistics. The business information databases are used for competitive
intelligence, strategic planning, identification and evaluation of new
opportunities, new product tracking and other decision support as well as
the strategies of managing a business in a corporate environment; in
academia and public libraries, the databases are used by students doing
classroom assignments, job seekers in gaining insights to industries and
the companies within them, small business owners in identifying
opportunities and developing business plans and learning new management
practices, and sales people in keeping up with competition, tracking their
customers and new prospects.
The second area in which RDS is engaged deals with contemporary issues in
American society and where appropriate in the global society. The
contemporary issues databases focus on bringing information resources to:
persons involved in or effected by contemporary issues through services
available in public libraries; students in their studies at a secondary
school and university level through their libraries or consortia online
information systems; scholars conducting research; activist groups in
keeping abreast of efforts and accomplishments of similar groups around the
world, and human resources departments in large organizations in the public
and private sectors.
Dick Harris
Dick Harris was President of Predicasts, a subsidiary of Thyssen Bornemisza
Holdings, where he turned what had been a small business dependent upon
print publications and research studies into a world leader in the area of
electronic business and applied technology databases. During his 11 years
at Predicasts, Harris increased sales 700 percent, profits twenty fold and
developed and introduced nine important new information services.
Previously, he was Executive Vice President at Cordura Publications (San
Diego) where he managed companies whose information products spanned
materials for design engineering applications, electronic devices for
design engineers, and auto repair and collision estimating for the auto
repair industry. Harris was Senior Vice President at the Institute for
Scientific Information from 1970 to 1979 where he was responsible for
developing worldwide sales, marketing, product development, and the
research division. Harris increased sales six fold while broadening ISI's
services beyond the hard sciences into the social sciences and arts &
humanities. Harris has served on the Board of Trustees of Biological
Abstracts, a leading database publisher serving the biological sciences, on
the Board of Directors of the National Federation of Abstracting and
Indexing Services (NFAIS), a member of the US Committee-UNESCO Programme
for Information, and on the Dean's Advisory Committees at the Schools of
Information Science at Syracuse University and Kent State University.
The Dialog Corporation plc (www.dialog.com)
The Dialog Corporation is a leading provider of professional online
information following the merger of M.A.I.D plc and Knight-Ridder
Information Inc. The Dialog Corporation brands include the DIALOG, DataStar
and Profound range of products and services. These brands provide
comprehensive, authoritative sources of information to professionals
worldwide. The Dialog Corporation has world headquarters in London and is
traded on the NASDAQ (DIALY) and the London Stock Exchange (DLG).
# # # #
Contacts:
Sara Parker, Corporate Communications [email protected]
The Dialog Corporation plc 011-44-171-930-6900
David C. Collins/Robert L. Rinderman -
U.S. investors relations [email protected]
Jaffoni & Collins Incorporated 212/835-8500
Courtney Darby/Sarah Clark -
U.S. media contacts [email protected]
Middleberg + Associates 212/888-6610
EXHIBIT 99.2
[THE DIALOG CORPORATION LETTERHEAD]
News Announcement
For Immediate Release
THE DIALOG CORPORATION APPOINTS
PATRICK SOMMERS AS CHIEF OPERATING OFFICER
New York, NY and Cary, NC - October 8, 1998: The Dialog Corporation plc
(NASDAQ:DIALY), a leading provider of online information, today announced
the appointment of Patrick Sommers, 51, to the new post of Chief Operating
Officer and as member of Dialog's Board of Directors. The appointments are
effective immediately.
Mr. Sommers will assume executive responsibility for all day-to-day
operational matters and for the management and development of Dialog's
worldwide operations. Reporting directly to President and Chief Executive
Officer, Dan Wagner, Mr. Sommers will also assume responsibility for
setting and achieving revenue and profit budgets. Additionally, he will
manage those global corporate functions that are currently shared between
all the other executive directors. Although he will be based at Dialog's
Cary, North Carolina U.S. headquarters, it is expected that he will divide
his time between Cary, Mountain View, CA and London.
Commenting on Mr. Sommers' appointment, Dan Wagner, President and Chief
Executive Officer of Dialog, said, "We are delighted to have secured the
services of Patrick Sommers, who brings to Dialog considerable experience
of managing large organizations and of growing and developing
technology-related businesses. Since the acquisition of Knight-Ridder
Information in late 1997, we have been looking for someone with the
necessary skills, experience and track record to work alongside us at the
operational level, and we are delighted to have found someone of the
caliber of Patrick Sommers. By taking over some of the day-to-day
operational matters, he will enable me to dedicate more of my time to the
continued strategic development of the business."
Patrick Sommers has considerable experience in database and knowledge-based
industries and gained direct experience of the on-line information industry
during his time with Dun & Bradstreet (NYSE:DNB). He joined D&B in 1969 and
worked in both the international division and in the corporate center of
the company until his appointment in 1986 as President of D&B Information
Resources Inc.
He left D&B in 1990 and joined GTE Industry Services, an outsourcing
company, as President, and in 1992 took up a similar position at Ceridian
Employer Services, part of the information services and electronics group
of Ceridian Corporation (NYSE:CEN) (formerly Control Data). Most recently
he has been Chairman and Chief Executive of Medicus Systems Corporation,
and over the past three years has been responsible for the successful
restructuring and subsequent sale of this NASDAQ-listed healthcare
technology software company.
The Dialog Corporation (http://www.dialog.com) is a leading provider of
online information created by the merger of M.A.I.D plc and Knight-Ridder
Information Inc. The Dialog Corporation brands include the DIALOG, DataStar
and Profound range of products and services. These brands provide
comprehensive, authoritative sources of information to professionals
worldwide. The Dialog Corporation has world headquarters in London. Its
American Depositary Shares (ADS) are traded on NASDAQ under the symbol
"DIALY" with four Ordinary Shares comprising one ADS; its Ordinary Shares
trade on the London Stock Exchange under the symbol "DLG."
# # #
Contacts:
Sara Parker, Corporate Communications [email protected]
The Dialog Corporation plc 011-44-171-930-6900
David C. Collins/Robert L. Rinderman -
U.S. investors relations [email protected]
Jaffoni & Collins Incorporated 212/835-8500
Courtney Darby/Sarah Clark -
U.S. media contacts [email protected]
Middleberg + Associates 212/888-6610
EXHIBIT 99.3
[THE DIALOG CORPORATION LETTERHEAD]
News Announcement
For Immediate Release
THE DIALOG CORPORATION APPOINTS GRAHAM BURROWS,
JOINT CHIEF TECHNOLOGY OFFICER, TO BOARD OF DIRECTORS
New York, NY and Cary, NC - October 9, 1998: The Dialog Corporation plc
(NASDAQ:DIALY), a leading provider of online information, today announced
that Graham Burrows, 48, has been appointed joint Chief Technology Officer,
and is to join The Dialog Corporation's Board of Directors, effective
immediately. The appointment raises the number of directors to twelve,
including yesterday's announcement that new Chief Operating Officer Patrick
Sommers had also been named to the Dialog Board.
Graham Burrows joined the Company as Vice President of Product and Project
Management in May 1998, having previously worked as a consultant to The
Dialog Corporation. Mr. Burrows brings to the Board a wealth of experience
in IT operations. He previously ran his own successful business focused on
the organizational and product development needs of leading Silicon Valley
technology companies. Prior to that he held senior management positions at
numerous US software companies such as Lotus Development -- a unit of
International Business Machines (NYSE:IBM), Claris and Atex. He began his
technology career in various software engineering and architecture
positions within large global organizations.
Graham Burrows will be located in the Company's Mountain View office where
he will oversee the US technology team and work jointly with Steve Maller
on all new product development and delivery.
Dan Wagner, Chief Executive Officer, of The Dialog Corporation, said: "We
are delighted to welcome Graham Burrows to the Board. His experience and
knowledge of the IT industry is very valuable to our continued growth and
success. He has already proven himself extremely skilled at managing our US
technology team and as an asset to the Company."
The Dialog Corporation (http://www.dialog.com) is a leading provider of
online information created by the merger of M.A.I.D plc and Knight-Ridder
Information Inc. The Dialog Corporation brands include the DIALOG, DataStar
and Profound range of products and services. These brands provide
comprehensive, authoritative sources of information to professionals
worldwide. The Dialog Corporation has world headquarters in London and US
headquarters in Cary, NC. Its American Depositary Shares (ADS) are traded
on NASDAQ under the symbol "DIALY" with four Ordinary Shares comprising one
ADS; its Ordinary Shares trade on the London Stock Exchange under the
symbol "DLG."
# # #
Contacts:
Sara Parker, Corporate Communications [email protected]
The Dialog Corporation plc 011-44-171-930-6900
David C. Collins/Robert L. Rinderman -
U.S. investors relations [email protected]
Jaffoni & Collins Incorporated 212/835-8500
Courtney Darby/Sarah Clark -
U.S. media contacts [email protected]
Middleberg + Associates 212/888-6610
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.
Date: October 14, 1998 The Dialog Corporation plc
By: /s/ David G. Mattey
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David G. Mattey
Finance Director
