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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 23, 1999
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Multex.com, Inc.
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(Exact name of registrant as specified in charter)
Delaware 333-75121 22-3253344
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 William Street, 6th Floor, New York, New York 10038
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 859-9800
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 2 ACQUISITION OF ASSETS
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On September 23, 1999, Multex.com, Inc. (the "Registrant") acquired Market
Guide Inc., a New York corporation ("Market Guide"), pursuant to a merger
whereby the Registrant issued one share of Registrant's common stock in exchange
for each share of common stock of Market Guide outstanding immediately prior to
the consummation of the transaction, and the Registrant assumed Market Guide's
outstanding stock options based on such exchange ratio. A copy of the Agreement
and Plan of Merger and Reorganization is attached hereto as Exhibit 2.1 and
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incorporated herein by reference. The amount of such consideration was
determined based upon arm's-length negotiations between Multex.com and Market
Guide. The transaction is intended to qualify as a tax-free reorganization
under the Internal Revenue Code of 1986, as amended, and is intended to be
accounted for as a pooling of interests. The transaction was consummated
pursuant to the approval of the stockholders of Market Guide and the Registrant.
Copies of the press releases issued by the Registrant on September 22,
1999 and September 24, 1999 concerning the foregoing transaction are attached
hereto as Exhibit 20.1 and Exhibit 20.2, respectively, and incorporated herein
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by reference.
Item 7 FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Business Acquired.
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Incorporated by reference to the Financial Statements and Financial
Schedules of Market Guide Inc. included in Registrant's Registration Statement
on Form S-4 (File No. 333-85543).
(b) Pro Forma Financial Information.
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To be filed subsequent to this report.
(c) Exhibits. The following documents are filed as exhibits to this
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2.1 Agreement and Plan of Merger and Reorganization dated as of
June 23, 1999 by and among Multex.com, Inc., Merengue
Acquisition Corp. and Market Guide Inc. (incorporated by
reference to Exhibit 2.1 of Registrant's Registration
Statement on Form S-4 (File No. 333-85543)).
20.1 Press Release of Registrant, dated September 22, 1999,
announcing approval of Registrant's acquisition of Market
Guide by shareholders of both Registrant and Market Guide.
20.2 Press Release of Registrant, dated September 24, 1999,
announcing the closing of Registrant's acquisition of
Market Guide.
2
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SIGNATURE
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.
MULTEX.COM, INC.
/s/ Philip Scheps
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Date: October 6, 1999 Philip Scheps
Secretary
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Exhibit Index
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Exhibit
2.1 Agreement and Plan of Merger and Reorganization dated as of
June 23, 1999 by and among Multex.com, Inc., Merengue
Acquisition Corp. and Market Guide Inc. (incorporated by
reference to Exhibit 2.1 of Registrant's Registration
Statement on Form S-4 (File No. 333-85543)).
20.1 Press Release of Registrant, dated September 22, 1999,
announcing approval of Registrant's acquisition of Market
Guide by shareholders of both Registrant and Market Guide.
20.2 Press Release of Registrant, dated September 24, 1999,
announcing the closing of Registrant's acquisition of Market
Guide.
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Exhibit 20.1
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NEWS RELEASE
CONTACT:
Media Relations Investor Relations
Courtney Darby/Melissa Fox Joseph Jaffoni
Middleberg + Associates Jaffoni & Collins Incorporated
(212) 699-2545/2552 (212) 835-8500
[email protected] [email protected]
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[email protected]
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Shareholders Approve Multex.com Acquisition of Market Guide
To Create Internet's Leading Investment Research Network
- Names New Board Members -
NEW YORK, September 22, 1999 -- Multex.com, Inc. (Nasdaq: MLTX) and
Market Guide Inc. (Nasdaq: MARG) announced that shareholders of both
companies voted today to approve Multex.com's acquisition of Market Guide.
The acquisition will create one of the Web's leading investment research
networks, serving hundreds of brokerage firms, Internet portals and
financial Web sites, and millions of investors worldwide. Under the terms
of the acquisition agreement, Market Guide shareholders will receive one
share of Multex.com for each share of Market Guide common stock they own.
The closing of the acquisition is expected to be completed tomorrow.
Multex.com also announced that the President and Chief Executive Officer
of Market Guide, Homi Byramji, has joined Multex.com's board of directors.
Separately Multex.com also reported that its President, James M.
Tousignant has also been named to the Board; the two appointments increase
the size of the Multex.com board to eight members.
"By combining two of the Internet's leading financial content companies,
we will create what we believe is the Internet's largest and fastest
growing interactive financial network, bringing hundreds of merchants of
financial services and content together with millions of investors
worldwide", said Multex.com CEO and Chairman Isaak Karaev. "This
combination substantially increases and leverages our complimentary
Internet distribution partnerships, business models, proprietary content,
audience reach and technology platforms. The acquisition will also
dramatically expand the quantity and scope of Multex.com's proprietary
financial content and analysis, strengthening the Company's position as
the leading investment research network on the Internet for investors."
"We expect to move swiftly to integrate the management, staff, and
operations of Market Guide into Multex.com", said James M. Tousignant,
President of Multex.com. "We also expect to move quickly to integrate
Market Guide's proprietary financial databases into our business-to-
business services, including MultexNET and Multex Research-on-Demand, as
well as our business-to-consumer services, MultexEXPRESS and The Multex
Investor Network."
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"This transaction is a win-win for both Multex.com and Market Guide
shareholders, as well as the growing number of individual and
institutional investors who increasingly rely on the Internet for premiere
content available through a wide range of online distribution partners",
said Homi Byramji, President of Market Guide. "Multex.com will now supply
more portals and financial Web sites with high quality investment
information, including brokerage research, earnings estimates and company
fundamental data, than any other financial content provider. In addition,
Multex.com's expanded network of Internet distribution partners will
enable millions of individual and institutional investors worldwide to
access Market Guide's leading content.''
Shareholders Approve Multex.com Acquisition of Market Guide, 9/22/99
It is expected that Multex.com's investment research and earnings
estimates will soon be available through Market Guide's Web site
(http://www.marketguide.com) as well as through its over 100 leading
Internet distribution partners, which include leading brands such as
America Online, Ameritrade, Bridge Information Systems, CBS MarketWatch,
Charles Schwab & Co., CNNfn, E-Trade, FactSet Research Systems, Reuters,
The Motley Fool, The Street.com, Wall Street Journal Interactive,
Waterhouse Securities and Yahoo!.
Based on the number of shares of Market Guide Common Stock and options to
purchase shares of Market Guide Common Stock outstanding, Multex.com will
issue approximately 4,865,000 shares and assume Market Guide options
representing the right to purchase approximately 655,000 shares of
Multex.com Common Stock. Upon consummation of the acquisition, Multex.com
will have approximately 30.5 million fully diluted common shares
outstanding. Market Guide Inc. is retaining its key management and will
be operated as a wholly owned subsidiary of Multex.com, Inc.
At the Multex.com shareholder meeting, shareholders also approved an
amendment to the Company's certificate of incorporation to increase the
size of the Company's board of directors to a maximum of eleven members
and an amendment to the Company's 1999 Stock Option Plan increasing the
number of shares reserved for issuance thereunder by 2,500,000.
About Multex.com
Multex.com (http://www.multex.com) is a leading provider of online
investment research and information services designed to meet the needs of
individual and institutional investors, including investment banks,
brokerage firms and corporations. Multex.com's services enable timely
online access to over 1.5 million research reports and other investment
information on over 26,000 companies published by more than 550 investment
banks, brokerage firms and third-party research providers worldwide. More
than 1,500,000 individual investors, institutional investors and financial
professionals, including mutual fund managers, portfolio managers, brokers
and their clients have access to Multex.com's services. The Multex
Investor Network (http://www.multexinvestor.com) is an Internet service
targeting the rapidly growing online individual investor market.
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About Market Guide
Market Guide Inc., the benchmark for quality financial information, is the
leader in providing the broadest coverage of professional grade financial
data over the Internet. Market Guide supplies more professional Web sites
with quality investment data than any other database and software company.
Market Guide specializes in the compilation, integration, display and
delivery of a superior quality database of descriptive and analytic
information on over 12,000 publicly traded domestic and foreign
corporations. Well known to professional investors for 16 years, the
company distributes its services through more than 100 online vendors and
independent finance oriented web sites including, ADP, AltaVista, America
Online, Ameritrade Holding Corp., Bridge Information Systems,
Briefing.com, CNNfn, Charles Schwab & Co., DBC, FactSet Research Systems,
Individual Investor Group, National Discount Brokers Group, One Source, PC
Quote, Pointcast, Quote.com, Reuters, Telemet America, The Motley Fool,
TheStreet.com, Track Data, Wall Street Journal Interactive, Wall Street
Source, Waterhouse Securities and Yahoo!, as well as through its own Web
site - The Market Guide Investment Center (http://www.marketguide.com).
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Forward-looking statements in this release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
You are cautioned that such forward-looking statements involve significant
risks and uncertainties. Actual results may differ materially from those
in the forward-looking statements due to a number of factors, including
and without limitation: (i) risks involved in assimilating Market Guide,
risks involved in integrating, retaining and motivating key Market Guide
personnel, risks related to integrating and managing geographically-
dispersed operations, risks related to integrating the technologies and
infrastructures of the companies, and risks related to the acceptance by
Market Guide's customers of the acquisition; (ii) risks inherent in Market
Guide's business, such as its dependence on maintaining relationships with
key customers; (iii) the risk that Market Guide's customers and
distribution partners will not utilize any additional services of the
combined company; (iv) risks relating to the achievement by Multex.com of
new revenues from Market Guide's operations; and (v) risks relating to
Multex.com's ongoing operations as detailed in Multex.com's filings from
time to time with the Securities and Exchange Commission. Multex.com does
not assume any obligation to update the forward-looking information
contained in this press release.
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Exhibit 20.2
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NEWS RELEASE
CONTACT:
Media Relations Investor Relations
Courtney Darby/Melissa Fox Joseph Jaffoni
Middleberg + Associates Jaffoni & Collins Incorporated
(212) 699-2545/2552 (212) 835-8500
[email protected] [email protected]
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[email protected]
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Multex.com Completes Acquisition of Market Guide Creating Internet's Leading
Investment Research Network
NEW YORK, September 24, 1999 -- Multex.com, Inc. (Nasdaq: MLTX) announced
today that it has completed the previously announced acquisition of Market
Guide Inc. (Nasdaq: MARG). The acquisition creates one of the Web's
leading investment research networks, serving hundreds of brokerage firms,
Internet portals and financial Web sites, and millions of investors
worldwide.
Multex.com is a leading provider of investment research and analyst
reports, while Market Guide is a leading source of fundamental research
data on public companies. Multex.com will derive financial and
competitive advantages from the acquisition as it leverages the companies'
respective data gathering, sales and distribution resources and
capabilities, creating enhanced revenue and cash flow, operating
efficiencies, cross marketing opportunities, technology advantages and
enhanced product offerings for Multex.com's and Market Guide's broad
client base.
The companies expect to quickly integrate the management, staff and
operations of Market Guide into Multex.com and Market Guide's proprietary
financial databases into Multex.com's business-to-business services,
including MultexNET and Multex Research-on-Demand, as well as its
business-to-consumer services, MultexEXPRESS and The Multex Investor
Network.
About Multex.com
Multex.com (http://www.multex.com) is a leading provider of online
investment research and information services designed to meet the needs of
individual and institutional investors, including investment banks,
brokerage firms and corporations. Multex.com's services enable timely
online access to over 1.5 million research reports and other investment
information on over 26,000 companies published by more than 550 investment
banks, brokerage firms and third-party research providers worldwide. More
than 1,500,000 individual investors, institutional investors and financial
professionals, including mutual fund managers, portfolio managers, brokers
and their clients have
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access to Multex.com's services. The Multex Investor Network
(http://www.multexinvestor.com) is an Internet service targeting the
rapidly growing online individual investor market.
The company's Market Guide subsidiary, the benchmark for quality financial
information, is the leader in providing the broadest coverage of
professional grade financial data over the Internet. Market Guide
supplies more professional Web sites with quality investment data than any
other database and software company. Market Guide specializes in the
compilation, integration, display and delivery of a superior quality
database of descriptive and analytic information on over 12,000 publicly
traded domestic and foreign corporations. Well known to professional
investors for 16 years, Market Guide distributes its services through more
than 100 online vendors and independent finance oriented web sites
including, ADP, AltaVista, America Online, Ameritrade Holding Corp.,
Bridge Information Systems, Briefing.com, CNNfn, Charles Schwab & Co.,
DBC, FactSet Research Systems, Individual Investor Group, National
Discount Brokers Group, One Source, PC Quote, Pointcast, Quote.com,
Reuters, Telemet America, The Motley Fool, TheStreet.com, Track Data, Wall
Street Journal Interactive, Wall Street Source, Waterhouse Securities and
Yahoo!, as well as through its own Web site - The Market Guide Investment
Center (http://www.marketguide.com).
###
Forward-looking statements in this release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
You are cautioned that such forward-looking statements involve significant
risks and uncertainties. Actual results may differ materially from those
in the forward-looking statements due to a number of factors, including
and without limitation: (i) risks involved in assimilating Market Guide,
risks involved in integrating, retaining and motivating key Market Guide
personnel, risks related to integrating and managing geographically-
dispersed operations, risks related to integrating the technologies and
infrastructures of the companies, and risks related to the acceptance by
Market Guide's customers of the acquisition; (ii) risks inherent in Market
Guide's business, such as its dependence on maintaining relationships with
key customers; (iii) the risk that Market Guide's customers and
distribution partners will not utilize any additional services of the
combined company; (iv) risks relating to the achievement by Multex.com of
new revenues from Market Guide's operations; and (v) risks relating to
Multex.com's ongoing operations as detailed in Multex.com's filings from
time to time with the Securities and Exchange Commission. Multex.com does
not assume any obligation to update the forward-looking information
contained in this press release.
