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 February 1999
____________________
THE DIALOG CORPORATION PLC
(exact name of registrant as specified in its charter)
____________________
THE COMMUNICATIONS BUILDING
48 LEICESTER SQUARE
LONDON WC2H 7DB, ENGLAND
(Address of Principal Executive Offices)
_____________________
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 February 2, 1999, The Dialog Corporation plc (the "Registrant")
announced the sale of The CARL Corporation ("CARL") and The UnCover Company
("UnCover") to Ward Shaw, the senior member of the management team of both
CARL and UnCover.
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Press Release, "The Dialog Corporation Realigns Group 3
Into Three New Divisions Information Services,
Web Solutions/Internet Software and eCommerce,"
dated as of February 2, 1999.
EXHIBIT 99.1
[THE DIALOG CORPORATION LETTERHEAD]
News Announcement
For Immediate release
THE DIALOG CORPORATION REALIGNS
GROUP INTO THREE NEW DIVISIONS INFORMATION SERVICES,
WEB SOLUTIONS/INTERNET SOFTWARE AND ECOMMERCE
LONDON, ENGLAND and CARY, NC - February 2, 1999: The Dialog Corporation
plc (NASDAQ:DIALY), a leading provider of Internet-based information,
technology and eCommerce solutions to the corporate market, today announced
the strategic realignment of its existing operations into three newly
formed divisions in order to provide a greater focus and reporting
transparency for its increasing range of Web-based operations and
initiatives. The three new divisions are: (1) Information Services; (2)
Web Solutions and Internet Software; and (3) eCommerce (business-to-business).
INFORMATION SERVICES DIVISION (ISD)
ISD will focus on the delivery of interactive online information
services and Intranet solutions to the corporate and professional markets.
Dialog is already the world leader in the provision of business,
professional and academic information online, and ISD will develop and
expand the range of interfaces and products through which Dialog's nine
terabytes of information databases are delivered to information
professionals and end-users.
ISD will be headed by Jason Molle and Ciaran Morton. As of today,
Jason Molle becomes President of the Americas, and Ciaran Morton takes over
as President of Europe, Middle East, Africa and Asia.
WEB SOLUTIONS AND INTERNET SOFTWARE DIVISION
The Division will focus on Dialog's knowledge management solutions
leveraging InfoSort, the Company's proprietary indexing system, and the
Muscat intelligent search engine technologies.
Leveraging these technologies, the Company is currently developing
a powerful Web search service, geared exclusively for businesses, that will
enable Internet users to utilize Dialog's professional Web search
capabilities. The Company believes the advantages offered will be a
considerable improvement over existing Web search engines.
The Division will license these search technologies for use in
Web-based corporate solutions such as the management of internal
information. It will also pursue special projects and contracts such as
those recently secured by Dialog from the UK Government's Department of
Trade and Industry ("DTI") and the British Broadcasting Corporation
("BBC").
eCOMMERCE DIVISION
The eCommerce Division will focus on Dialog's growing eCommerce
activities aimed at the corporate and professional marketplace.
Specifically, 1999 will see the commencement of a rollout of OfficeShopper
(www.officeshopper.com) to the business community worldwide, leveraging the
substantial Dialog customer base.
In addition, this Division will license the procurement software on
which OfficeShopper is based to other organizations wanting to develop
their own eCommerce businesses. Considerable interest has already been
expressed by a number of existing major customers of Dialog. The Division
will also provide an outsourcing service, offering a total package of
creation, management, maintenance and hosting to enable businesses
worldwide to create storefronts on the Internet.
Andre Brown, currently Director of eCommerce and Special Projects
for Dialog, has been named Chief Executive Officer of the eCommerce
Division.
Commenting on the divisional realignment, Chief Operating Officer
of The Dialog Corporation, Patrick Sommers, said: "As our Internet
activities have continued to grow, we have been examining the best way to
structure the Group to ensure that we retain the focus on our core
Information Services (ISD) business, while at the same time fully
capitalizing on the enormous potential of our proprietary Internet
technologies and eCommerce innovations.
"By creating a three-divisional structure, with dedicated
management teams and tightly controlled budgets for each, we can ensure
that a greater focus is brought to bear on all aspects of our business.
This structure will also allow for greater visibility and clarity for our
shareholders in terms of the progress and prospects for our business."
Further details on the restructuring and the financial reporting
model to be adopted as a result will be provided to shareholders at the
time of Dialog's first quarter results announcement on March 18, 1999.
BOARD CHANGES AND SENIOR MANAGEMENT APPOINTMENTS
The restructuring will, in addition to the appointments referred to
above, result in a number of other changes to the group's senior management
structure.
Derek Smith, Executive Vice President and Graham Burrows, Joint
Chief Technology Officer, have informed the Company of their intentions to
resign from the Board, effective immediately.
In addition, the following appointments have been made: Angus
Carroll is to join the Group in the role of Executive Vice-President of
Worldwide Marketing and Strategy. He has previously held senior marketing
and planning positions with GTE Information Services (NYSE:GTE), Ceridian
Employer Services (NYSE:CEN) and The Dun & Bradstreet Corporation
(NYSE:DNB).
Ean Brown takes on the role of Senior Vice President, Business
Affairs and Content, assuming additional responsibility for relations with
information providers.
Dan Wagner, Chief Executive Officer of The Dialog Corporation,
commented: "I would like to thank Derek Smith for his long-serving
commitment to the Company. Derek joined as a non-executive Director in
1985 and played a significant role in the development and growth of the
Company. He then became an executive Director in 1996 and, with his
considerable publishing experience, Derek made an important contribution as
the liaison with our content providers. I would like to wish him every
possible success in the future.
"Additionally, I would like to thank Graham Burrows for his work as
joint Chief Technology Officer, and his dedication in helping to establish
our global technology team. With the restructuring of our technology team
in place, Graham has achieved his objectives and taken the decision to move
on to new challenges."
With the formation of these new divisions and the exceptional
management in place, Dialog is well positioned to further capitalize on
exciting opportunities in information management, Internet software and
eCommerce."
SALE OF CARL/UNCOVER
The Dialog Corporation also announced today the sale of The CARL
Corporation ("CARL") and The UnCover Company ("UnCover") to Ward Shaw, the
senior member of the management team of both CARL and UnCover, for a
consideration of US$2.25 million (pound 1.37 million). Of the consideration,
$1 million is being satisfied in cash, with the balance payable through a
loan note, repayable by January 2001. The cash proceeds of the disposal
will be reinvested in the Dialog business.
CARL and UnCover were acquired as part of the acquisition of
Knight-Ridder Information Inc. in November 1997, when it was stated that
they were not core to the Dialog product offering. CARL is involved in the
development and provision of software and information solutions for
academic and public library networks. UnCover is involved in the provision
of document delivery and collection management services. CARL and UnCover
recorded a loss before tax of US$4.5 million (pound 2.7 million) in the year
ended December 31, 1997 and had net liabilities as of December 31, 1997 of
US$0.4 million (pound 0.2 million).
The Dialog Corporation (http://www.dialog.com) is a leading
provider of Internet-based information, technology and eCommerce solutions
to the corporate market, 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."
# # #
CONTACT: Sara Parker, Corporate Communications
[email protected]
011-44-171-930-6900
Kristian Talvitie, U.S. Investor Relations
[email protected]
or 212/381-1824
David C. Collins/Robert L. Rinderman
Jaffoni & Collins Incorporated
[email protected]
212/835-8500
Courtney Darby/Jed Hamilton
Middleberg + Associates
[email protected]
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: February 8, 1999 THE DIALOG CORPORATION PLC
By: /s/ David G. Mattey
--------------------------
David G. Mattey
Finance Director
