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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-26936
BRIGHT STATION PLC
(formerly known as The Dialog Corporation plc)
(Exact name of Registrant as specified in its charter)
ENGLAND
(Jurisdiction of incorporation or organization)
The Communications Building, 48 Leicester Square, London, WC2H 7DB
(Address of principal executive officer)
Securities registered or to be registered pursuant to Section 12(b) of the
Act.
None
Securities registered or to be registered pursuant to Section 12(g) of the Act.
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Title of each class Name of each exchange on which registered
American Depositary Shares, each representing
four Ordinary Shares of par value(pound)0.01 each NASDAQ National Market
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Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer's classes of
capital of common stock as of the close of the period covered by the annual
report: 154,943,398 Ordinary Shares, par value (pound)0.01 each
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No [ ]
Indicate by check mark which financial statement item the registrant has
elected to follow: Item 17 |X| Item 18 [ ]
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<PAGE>
Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as
amended, the information for the 1999 Form 20-F of Bright Station plc (the
"Company") set out below is being incorporated by reference from the Company's
Annual Report 1999, which was filed with the Securities and Exchange Commission
as a Report on Form 6-K dated July 17, 2000.
References below to major headings include all information under such
major headings, including subheadings, unless such reference is part of a
reference to a subheading, in which case such reference includes only the
information contained under such subheading. Graphs are not included unless
specifically identified below.
The information set forth under the heading "Cautionary statement
regarding forward-looking statements" on page 2 of the Company's Annual Report
1999 contained in its Report on Form 6-K dated July 17, 2000 is incorporated
herein by reference.
PART I
ITEM 1 - DESCRIPTION OF BUSINESS
The information set forth under the heading "Description of business"
on pages 3 through 13 of the Company's Annual Report 1999 contained in its
Report on Form 6-K dated July 17, 2000 is incorporated herein by reference.
ITEM 2 - DESCRIPTION OF PROPERTY
The information set forth under the subheading "Description of
business--Description of Property" on page 13 of the Company's Annual Report
1999 contained in its Report on Form 6-K dated July 17, 2000 is incorporated
herein by reference.
ITEM 3 - LEGAL PROCEEDINGS
The information set forth under the subheading "Notes to the Financial
Statements--Note 32--Contingent liabilities" on page 69 of the Company's Annual
Report 1999 contained in its Report on Form 6-K dated July 17, 2000 is
incorporated herein by reference.
ITEM 4 - CONTROL OF REGISTRANT
The information set forth under the subheading "Report of
Directors--Substantial shareholdings" on page 22 and under the subheading "Notes
to the Financial Statements--Note 7--Directors' Emoluments and Interests in
Ordinary Shares--Interests in Ordinary Shares" on page 38 of the Company's
Annual Report 1999 contained in its Report on Form 6-K dated July 17, 2000 is
incorporated herein by reference.
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ITEM 5 - NATURE OF TRADING MARKET
The information set forth under the subheading "Shareholder
Information--Nature of Trading Market" on page 71 of the Company's Annual Report
1999 contained in its Report on Form 6-K dated July 17, 2000 is incorporated
herein by reference.
ITEM 6 - EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY
HOLDERS
The information set forth under the subheading "Shareholder
Information--Exchange Controls and Other Limitations Affecting Security Holders"
on page 72 of the Company's Annual Report 1999 contained in its Report on Form
6-K dated July 17, 2000 is incorporated herein by reference.
ITEM 7 - TAXATION
The information set forth under the subheading "Shareholder
Information--Taxation" on pages 72 through 75 of the Company's Annual Report
1999 contained in its Report on Form 6-K dated July 17, 2000 is incorporated
herein by reference.
ITEM 8 - SELECTED FINANCIAL DATA
The information set forth under the heading "Selected Financial Data"
on pages 76 through 78 of the Company's Annual Report 1999 contained in its
Report on Form 6-K dated July 17, 2000 is incorporated herein by reference.
ITEM 9 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information set forth under the heading "Operating and Financial
Review" on pages 14 through 17 and under the Subheading "Report of the
Directors--Year 2000" on page 23 of the Company's Annual Report 1999 contained
in its Report on Form 6-K dated July 17, 2000 is incorporated herein by
reference.
In addition, the Results of Operations for the fiscal years ended 31 December
1998 and 1997 are as follows:
RESULTS OF OPERATIONS
FISCAL YEARS ENDED 31 DECEMBER 1998 AND 1997
REVENUE. Group turnover of L170.8 million in 1998 represents the first full
year of operations following the acquisition of KRII and compares to reported
sales of L46.1 million in 1997. The revenues of KRII had been in steady decline
since 1996 and the rate of decline increased throughout 1997 as the acquisition
process came to its conclusion on 14 November 1997. As a consequence, Dialog
commenced the year 1998 with a lower revenue base than the pro-forma combined
average for 1997. Compared with the pro-forma revenues of M.A.I.D. and KRII
combined for 1997 of L183.5 million, Dialog revenues for 1998 show a 6.9%
decline.
On 2 February 1999 the Company announced the creation of three new
operating divisions: the Information Services Division; the Web Solutions and
Internet Software Division; and the eCommerce Division. For 1998 their
respective revenues amounted to 96.8%, 2.4% and 0%. In addition, the Company
recognized non-recurring guaranteed minimum royalties of L1.4 million (0.8%).
Information Services Division (ISD)
This division characterizes the development and expansion of the existing
online information business to information professionals and end-users. The main
product lines include Dialog, DataStar, Profound and CD-ROM which represent 71%,
14%, 10% and 5% respectively of total divisional sales for 1998.
<PAGE>
Management's objective for the year was to halt the historic KRII declining
revenue trends and return them to growth. Following extensive customer hosting
sessions in the opening months of 1998, the Company experienced a positive trend
in both usage volumes and ISD revenues in the first quarter.
Through the acquisition process it had been identified that 24% of Dialog
revenues, or approximately $50 million, were based upon an hourly connect
pricing model. Given the Company's intention to release Internet-based
interfaces to the Dialog content, this would have accelerated the decline in
this element of revenues, as the Internet is a far quicker and more efficient
way for customers to gain access.
Therefore, in the second quarter, a series of price modifications were
announced to our customers. These were met with skepticism and concern from both
customers and the trade press. Additional modifications were announced and made
effective from September 1. These modifications had the effect of providing the
average Dialog customer with an estimated 10% price discount, which also had the
consequential effect of lowering the Dialog revenue base from which to build.
Since September 1998, however, the average for daily usage volumes has
increased.
Our efforts to turn around the declining DataStar revenues were ineffective
until we formally announced in June 1998 our commitment to building the DataStar
brand, headquartered in Bern, Switzerland. From that point, DataStar has
performed well, albeit from a lower revenue base.
Profound, which includes its subscription element and higher margins, was
not actively promoted during 1998, as the newly integrated sales teams focused
more closely on solidifying the larger Dialog revenue base and converting
customers to annual fixed price commitments.
Under U.K. GAAP subscription revenues are recognized when contractually due
and invoiced and the Company provides in full for the cost of the related
service obligations. Under U.S. GAAP, subscriptions are recognized rateably over
the subscription term which is usually twelve months. No adjustment is required
under U.S. GAAP for the "modular pricing" subscriptions since these
subscriptions are recognized rateably over the subscription term.
<PAGE>
CD-ROM revenues are recognized ratably over the annual life of the
contracts sold. As a result of the Company's merger activities, the CD-ROM
division moved its headquarter functions from California to Oxford during the
fourth quarter of 1998. This did have a disruptive effect in the short term that
will impact the reported revenues for 1999. The move, which was successfully
completed by the year-end, provides a lower cost base and a firm foundation for
the future success of our CD-ROM operations.
Web Solutions and Internet Software Division (WSD)
This division was established to license InfoSort and Muscat search
technologies for corporate knowledge management solutions.
During 1998 the Company was successful in winning and implementing special
projects including both the Department of Trade and Industry (DTI) and the
British Broadcasting Corporation (BBC), and recognized L2.5 million in revenues
for the sale of technology and subsequent implementation at the customer site.
Building on existing proprietary technology and expertise gained during 1998,
the WSD intends to build upon the growing demand for knowledge management
solutions that bring together internal and external information into a simple
searchable solution.
In August 1997, the Company acquired a 70% stake in Muscat, which in 1998
achieved third party sales of L1.2 million for search engine licenses and
royalties from customers including Reuters, PA News Media, Interactive
Collector, DHL and the United Nations.
In addition, it is anticipated that WSD will generate revenues from the
development of a powerful Web search service for businesses using the Internet
to utilize Dialog's professional search capabilities when interrogating the Web.
eCommerce Division
In July 1998, Dialog announced its plans to target the electronic commerce
(eCommerce) market with a strategic focus on business-to-business applications
that leverage the Company's alliance and customer base.
The Company subsequently acquired 100% of the Oxford-based Write Works Ltd
in November 1998, which had developed the U.K.'s first online purchasing and
management control system for businesses. With an existing client base of over
100 corporations including TK Maxx, ISS, EMI Music and Action Aid, Write Works'
monthly sales tripled between January and September 1998. At the date of
acquisition, its procurement systems accounted for annualized sales in excess of
L750,000. Dialog's 1998 eCommerce revenues of L77,000 were derived entirely from
the activity of the Write Works Internet procurement service during the last six
weeks of the year. This service was rebranded as OfficeShopper immediately
following the acquisition.
<PAGE>
Our strategy for 1999 and beyond involves the rollout of OfficeShopper.com
to the business community worldwide, leveraging the substantial Dialog customer
base and licensing the underlying eCommerce technology to enable businesses to
create their own eCommerce solutions.
GEOGRAPHICAL ANALYSIS OF REVENUE. As a result of the acquisition of KRII,
the Company is the largest online general reference service in the U.S., the
largest archival service in Europe, and provides the largest English language
service in Japan (source: Simba Information, Inc.).
Revenues from overseas operations outside the United Kingdom increased by
311% from L32.1 million in 1997 to L131.8 million in 1998, which compares to a
151% year on year increase in 1997. Overseas revenues now represent 77% of total
revenues, compared with 70% in 1997 and 60% in 1996.
The increase in revenues from overseas operations is mainly attributable to
North America, where revenues increased by 376% year on year. This resulted from
the impact of the acquisition of KRII.
COST OF SALES. Cost of sales increased by 316% from L17.2 million in 1997
to L71.6 million in 1998 and represented 37% and 42% of total turnover
respectively.
Due to the relative weighting of revenues to ISD, cost of sales consists
primarily of royalties paid by the Company to content publishers, whose
information is downloaded by a user through the Company's services. Also
relating to the Information Services Division are telecommunications charges and
computer processing costs, and, to a lesser degree, annual fixed fees paid to
some content providers irrespective of the level of usage of that provider's
information.
The significant increase in cost of sales from L17.2 million to L71.3
million for ISD reflects the Company's recognition of our first full year's
revenue from the merged operations of M.A.I.D. and KRII, which for 1997 included
the KRII usage revenues for the last six weeks of the year only. Due to the
relative weighting of the KRII revenues, which are predominantly usage-based,
compared to the revenues of M.A.I.D., which included a large subscription
element with negligible associated costs, the gross margin achieved in 1998 of
56.9% is more representative of the ISD margin anticipated by management.
<PAGE>
Cost of sales for the newly formed WSD is anticipated to be lower as
technology-based sales, which consist of license fees and royalties, have
minimal associated direct costs. For 1998 the Company achieved revenues of L4.0
million, with negligible cost of sales. There were no comparable revenues for
1997.
In 1998 Write Works Ltd cost of sales represented 81% of sales, which sets
the benchmark expectation for our eCommerce Division's future activities.
OPERATING COSTS (EXCLUDING AMORTIZATION OF DEVELOPMENT COSTS AND
RESTRUCTURING COSTS). The integration of KRII and M.A.I.D. involved a reduction
in workforce of some 24% and the termination of 16 out of a total 57 office
leases, the cost of which was fully provided for as a restructuring cost in
1997. By reducing the scale of duplicated functions and by aligning the KRII
business model with that of M.A.I.D., management achieved a L28 million, or 33%,
reduction in the 1997 half year annualized operating cost base of the combined
entity. This exceeded management's expectations by L7 million.
DISTRIBUTION COSTS (EXCLUDING RESTRUCTURING COSTS). Distribution costs
consist of salaries and commissions paid to sales staff and account managers,
travel and entertainment and similar expenses incurred by sales personnel, and
marketing expenses, including advertisements, marketing literature and trade
shows.
As a result of the Acquisition, total distribution costs (before
restructuring costs) for the year were L21.6 million compared to L15.7 million
for 1997, which represent 12.7% and 34.1% of revenues respectively. The
significant reduction in distribution costs as a percentage of revenues was
achieved by successfully eliminating duplicate functions and improving
efficiencies of the combined sales operations of the enlarged Group. Following
the release of new products in the second half of 1998, additional sales and
sales support staff were added, which will have the effect of increasing
distribution costs in 1999. The Company had 351 sales personnel at the year-end
and is currently represented in 39 countries.
ADMINISTRATION EXPENSES (EXCLUDING RESTRUCTURING COSTS). As a result of the
Acquisition, total administration expenses (before restructuring costs) for the
year were L44.2 million compared to L13.4 million for 1997, which represent
25.9% and 29.1% of revenues respectively.
Administration expenses consist of all facilities costs (including the
Company's main offices in London, California, North Carolina and Bern,
Switzerland, which house the Company's management, sales, administrative and
editorial staff, and the Company's data centers); remuneration for all employees
other than persons directly involved in selling or account management; and
operating expenses for the Company's data centers (other than telecommunications
and processing charges included in cost of sales as described above).
<PAGE>
The reduction in staff levels and facilities has led to savings in
administration expenses when compared to the pro-forma combined Group results
for the prior year.
AMORTIZATION OF PRODUCT DEVELOPMENT COSTS. The amortization of capitalized
product development costs for the Company amounted to L7.8 million, compared to
L3.6 million amortized in 1997. The amortization charge reflects the first full
year of amortization of the combined entity and benefits from the
rationalization derived from merging two companies which previously had been
developing products and technological implementations for the same market.
The Company continues to review on a regular basis the carrying value of
capitalized development costs to ensure their appropriateness. During 1998 the
Company made significant technological advances in developing and releasing new
Internet-based interfaces to the Dialog and DataStar content.
The majority of product development costs are amortized over 36 months with
effect from the date of commercial release, in accordance with our stated
accounting policy.
The amortization charge for 1998 includes amortization of costs associated
with previously capitalized development projects relating to Profound, Profound
for the Internet, DialogWeb, World Reporter and various completed Dialog
databases, together with DialogSelect with effect from the second half of the
year. Development costs associated with the KRII business gave rise to an
additional amortization charge of L344,000 for the six week period ended 31
December 1997.
Included within amortization for the year is L1.7 million, relating to
amortized database development costs in respect of the activities of Responsive
Database Services (RDS).
OPERATING PROFIT. The operating profit (before restructuring costs and
other exceptional items) of L25.6 million compares to a loss of L3.8 million in
1997. On revenues of L170.8 million, this represents an operating margin of 15%,
which compares to an operating margin of 3% based upon the combined achievements
of L5.2 million achieved in 1997 by both M.A.I.D. and KRII merged on a pro-forma
basis.
RESTRUCTURING COSTS AND OTHER EXCEPTIONAL ITEMS. The exceptional
restructuring charge booked in 1998 of L2.6 million relates to the move of our
U.S. headquarters from Mountain View, California to Cary, North Carolina (L1.8
million), anticipated additional costs arising from the termination of property
leases (L1.6 million) and various other restructuring charges (L0.9 million),
relating primarily to the integration of the sales force and one-off customer
hostings. These costs have been offset by a write back of L1.2 million relating
to data center convergence costs and L0.5 million relating to the removal of the
Knight-Ridder Information name. The move to Cary, North Carolina will allow the
Company to benefit from lower operating costs in the North Carolina Research
Triangle and was successfully completed by the year-end.
<PAGE>
The exceptional restructuring costs for 1997 consist of a non-cash
write-off of capitalized development costs in the sum of L8.0 million, together
with L10.6 million in respect of costs and provisions relating to the one time
expense associated with the KRII and M.A.I.D. merger activities. These
activities were completed in the year under review, and gave rise to a cash
outflow of L6.9 million in the current year.
In 1997 the Company recognized an exceptional gain totaling L4.0 million
relating to the transfer of its 'Internet in Hotel' technology and associated
distribution contracts to Fourth Network Inc., in exchange for an equity stake
in the company. During 1998, the Board has been closely monitoring its
investment in Fourth Network Inc., which had expected to achieve an IPO or
alternative significant fund-raising. As this has not occurred to date, the
Board determined that it would be prudent to write down 50% of its investment
creating an exceptional charge of L2.3 million and cease recognition of future
minimum guaranteed revenues arising from the distribution contracts transferred.
During the first three-quarters of 1998, the Company recognized total royalties
of L1.4 million compared to L1.8 million in 1997.
In 1998, the Company disposed of its non-core investments in Easynet Group
plc and NewsEdge Corporation, realizing gross proceeds of L7.1 million and an
exceptional gain of L2.1 million. The proceeds were used to accelerate the
Company's repayment of debt.
INTEREST INCOME AND INTEREST EXPENSE. Net interest payable of L17.2 million
compares to L2.2 million for 1997. The debt interest serviced during 1997
included L2.4 million of interest payable in respect of the debt financing for
the acquisition of KRII for the last six weeks of the year.
The acquisition of KRII required a significant fund-raising exercise, which
included $272.5 (L163.8) million of debt. The debt raised consisted of a $92.5
(L55.6) million senior secured facility upon which interest is calculated at the
rate of 2.25 percentage points over U.S. Libor which was 5.09% as at 31 December
1998. The balance of $180.0 (L108.2) million relates to the subordinated loan
notes, which are registered on the London Stock Exchange and carry a fixed
interest rate of 11%.
The Company has obligations, in addition to interest charges, to repay
$21.9 (L13.2) million of senior debt in 1999.
Included within the net interest expense of L17.2 million is L0.9 million
of amortized bank debt fees that will continue to recur over the life of our
loan arrangements. Bank and related fees amounting to L6.9 million were paid in
connection with the debt raised to acquire KRII, and the unamortized value is
netted off against the carrying value of our loan indebtedness in accordance
with FRS4.
TAXATION. The Company's tax charge for 1998 relates entirely to the tax
arising on the profitable performance of its foreign sales subsidiaries. No tax
arises in the U.K. or U.S. as a result of past tax losses and tax losses carried
forward are approximately L15 million in the U.K., L8.7 ($14.5) million in the
U.S. and L1.6 (CHF 3.7) million in Switzerland.
As a result of the acquisition of KRII, the Company wrote off L204 ($337)
million of goodwill in 1997 to reserves in accordance with U.K. GAAP. This
differs from the tax treatment in the U.S. that allows such goodwill to be
written off over a 15 year period. As the acquisition was made through The
Dialog Corporation Inc., a wholly owned U.S. subsidiary, it is anticipated that
the Company will benefit from such tax amortization over the next 15 years, as
it is envisaged that the Company's U.S. operations will be profitable in future
years.
EARNINGS PER SHARE (EPS). The Company achieved an EPS of 4.8 (equivalent to
19.3 pence per ADR) pence before restructuring costs and other exceptional
items, compared to a loss of 6.2 pence per share (equivalent to 24.7 pence per
ADR) for 1997.
After accounting for restructuring costs and other exceptional items, the
Company achieved an EPS of 2.9 pence (equivalent to 11.8 pence per ADR),
compared to a loss of 20.5 pence per share (equivalent to 82.1 pence per ADR)
for 1997.
The dilutive impact of the Company's outstanding options did not have a
material effect on the reported EPS.
NET LOSS. Due to substantial difference under U.S. GAAP regarding
acquisition accounting, revenue recognition and research and development
expenses, the net loss under U.S. GAAP increased from L25.3 million in 1997 to
L34.1 million in 1998."
ITEM 9A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth under the subheading "Notes to the Financial
Statements - Note 33 - Financial Instruments" on pages 69 and 70 of the
Company's Annual Report 1999 contained in its Report on Form 6-K dated July 17,
2000 is incorporated herein by reference.
<PAGE>
ITEM 10 - DIRECTORS AND OFFICERS OF REGISTRANT
The information set forth under the subheading "Report of the
Directors--Directors and their interests" on page 22 of the Company's Annual
Report 1999 contained in its Report on Form 6-K dated July 17, 2000 is
incorporated herein by reference.
ITEM 11 - COMPENSATION OF DIRECTORS AND OFFICERS
The information set forth under the subheading "Notes to the Financial
Statements--Note 7--Directors' Emoluments and Interests in Ordinary Shares" on
page 37 of the Company's Annual Report 1999 contained in its Report on Form 6-K
dated July 17, 2000 is incorporated herein by reference.
ITEM 12 - OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR
SUBSIDIARIES
The information set forth under the subheading "Notes to the Financial
Statements--Note 7--Directors' Emoluments and Interests in Ordinary
Shares--Options over Ordinary Shares" on pages 39 and 40 and under the
subheading "Notes to the Financial Statements--Note 18--Share Capital" on pages
51 through 59 of the Company's Annual Report 1999 contained in its Report on
Form 6-K dated July 17, 2000 is incorporated herein by reference.
ITEM 13 - INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
The information set forth under the subheading "Notes to the Financial
Statements--Note 31--Subsequent Events" on pages 68 and 69 of the Company's
Annual Report 1999 contained in its Report on Form 6-K dated July 17, 2000 is
incorporated herein by reference.
PART II
ITEM 14 - DESCRIPTION OF SECURITIES TO BE REGISTERED
Not applicable.
PART III
ITEM 15 - DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 16 - CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED
SECURITIES
Not applicable.
<PAGE>
PART IV
ITEM 17 - FINANCIAL STATEMENTS
See Item 19 for a full list of financial statements included as part of
this report.
ITEM 18 - FINANCIAL STATEMENTS
The Company has responded to Item 17 in lieu of this item.
ITEM 19 - FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
The information set forth under the heading "Auditors Report to the
Shareholders of Bright Station plc" in Exhibit 2 hereto is incorporated herein
by reference.
The following portions of the Company's Annual Report 1999 contained in
its Report on Form 6-K dated July 17, 2000 on pages 26 through 70 are
incorporated herein by reference and constitute the Company's further response
to this item:
"Consolidated Profit and Loss Account for the year ended 31 December
1999"
"Consolidated Balance Sheet as at 31 December 1999"
"Company Balance Sheet as at 31 December 1999"
"Consolidated Cash Flow Statement for the year ended 31 December 1999"
"Notes to the Financial Statements"
(B) EXHIBITS
1. Pursuant to Rule 12b-23(a) of the Securities Exchange Act of
1934, as amended, the information incorporated into this
report by reference to the Company's Report on Form 6-K dated
July 17, 2000, which contains its Annual Report 1999, is
attached as an exhibit hereto.
2. Auditors' Report to the Shareholders of Bright Station plc
(incorporated herein by reference to Exhibit 99.1 to the Company's Form
6-K dated July 17, 2000).
3. Consent of PricewaterhouseCoopers chartered accountants and registered
auditors to the Company.
4. Sale and Purchase Agreement between The Dialog Corporation plc and The
Thomson Corporation dated 23 March 2000
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BRIGHT STATION PLC
/s/ David G. Mattey
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Name: David G. Mattey
Title: Chief Financial Officer
Date: July 17, 2000
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EXHIBIT INDEX
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Description
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1. Pursuant to Rule 12b-23(a) of the Securities Exchange Act 1934, as amended,
the information incorporated into this report by reference to the Company's
Report on Form 6-K dated July 17, 2000, which contains its Annual Report 1999,
is attached as an exhibit hereto
2. Auditors' Report to the Shareholders of Bright Station plc (incorporated
herein by reference to Exhibit 99.1 to the Company's Form 6-K dated July 17,
2000)
3. Consent of PricewaterhouseCoopers chartered accountants and registered
auditors to the Company
4. Sale and Purchase Agreement between The Dialog Corporation plc and The
Thomson Corporation dated 23 March 2000
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