SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): March 29, 2000
THE KNOT, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-28271 133895178
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
462 Broadway, 6th Floor, New York, New York 10013
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 219-8555
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of February 1, 2000, by and among the The Knot ("The Knot"), Knot
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
The Knot ("Buyer") and Weddingpages, Inc., a Delaware corporation
("Weddingpages"), a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein for all purposes, Buyer merged with and into Weddingpages on
March 29, 2000 (the "Merger"), with Weddingpages surviving the Merger. The
Merger will be accounted for under the purchase method of accounting.
The Merger is to be effected through the conversion of each share of
common stock and class A common stock of Weddingpages (each, a "Common Share")
outstanding immediately prior to the consummation of the Merger into the right
to receive in cash an amount equal to $1.78. Of that $1.78 per share, $.10 per
share will be held in an escrow account pursuant to the terms of an escrow
arrangement described in the Merger Agreement. The amount retained in the escrow
account will be subject to certain deductions in the event of third party claims
against certain indemnified parties.
Prior to the Merger, Weddingpages' business consisted of publishing
local wedding publications designed to match the local bride with local wedding
professionals. The Knot intends to continue to conduct such business in
substantially the same manner as conducted prior to the Merger.
The Knot financed the cash portion of the purchase price for the Merger
with a portion of the proceeds from its December 1999 initial public offering.
A copy of the press release announcing the closing of the merger is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for The Knot to provide the financial statements required by this
Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after the date this Current Report must be filed.
(b) PRO FORMA FINANCIAL INFORMATION
As of the date of filing of this Current Report Form 8-K, it is
impracticable for The Knot to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b)(2) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after the date this Current Report must be filed.
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(c) EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHBIT
2.1 Agreement and Plan of Merger, dated as of February
1, 2000 by and among The Knot, Buyer and
Weddingpages
99.1 Press Release dated March 30, 2000
3
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SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 7, 2000 The Knot, Inc.
By: /S/ DAVID LIU
____________________________
David Liu
President, Chief Executive Officer
and Chairman of the Board
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EXHIBIT INDEX
Exhibit Reference
Number Exhibit Description
----------------- --------------------
2.1 Agreement and Plan of Merger, dated as of
February 1, 2000 by and among The Knot,
Buyer and Weddingpages
99.1 Press Release dated March 30, 2000
5
