SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 15, 2000
FRONTLINE CAPITAL GROUP
(Exact name of Registrant as specified in its Charter)
Delaware
(State of Incorporation)
0-30162 11-3383642
(Commission File Number) (IRS Employer Id. Number)
1350 Avenue of the Americas 10019
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 931-8000
(Registrant's telephone number, including area code)
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Item 5. Other Events
Intuit Inc. ("Intuit") has agreed to acquire EmployeeMatters, Inc.,
a FrontLine Capital Group (the "Company") partner company, pursuant to an
Agreement and Plan of Merger, dated as of November 15, 2000 (the "Merger
Agreement"). Under the terms of the Merger Agreement, the Company will receive
consideration in the form of Intuit common stock, valued at approximately $34
million as of November 15, 2000. Under the terms of the Merger Agreement, the
number of shares of Intuit common stock to be received by the Company is
subject to adjustment under certain circumstances. In addition, the Company
will be required to deposit into escrow for a one-year period approximately
$1.3 million of the Intuit shares of common stock that it receives in the
offering (subject to adjustment as provided in the Merger Agreement) in
order to secure, in part, its indemnification obligations under the Merger
Agreement. The transaction is subject to customary closing conditions,
including certain regulatory approvals, and is expected to close by the end of
2000, but not later than January 31, 2001.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10 Agreement and Plan of Merger entered into as of November 15,
2000, by and among Intuit Inc., a Delaware corporation (the
"Buyer"), Echo Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Buyer, EmployeeMatters, Inc., a
Delaware corporation (the "Company"), FrontLine Capital Group,
a Delaware corporation, and the stockholders of the Company
signatory thereto.
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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.
FRONTLINE CAPITAL GROUP
By: /s/ Scott Rechler
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Scott Rechler
President
and Chief Executive Officer
Date: November 22, 2000
