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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
JULY 16, 2000
Date of Report (Date of Earliest Event Reported)
CAREERBUILDER, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-25949 54-1779164
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State or Other Jurisdiction (Commission File (IRS Employer)
of Incorporation or Number) Identification No.)
Organization)
10790 Parkridge Boulevard, Suite 200, Reston, Virginia 20191
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(Address of Principal Executive Office) (Zip Code)
703-259-5500
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On July 16, 2000, CareerBuilder, Inc., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Career Holdings, Inc. and CB Acquisition Corp., each a newly
formed Delaware corporation that is directly or indirectly owned jointly by
Tribune Company ("TC"), a Delaware corporation, and Knightridder.com ("KR"), a
Delaware corporation and a wholly owned subsidiary of Knight Ridder, Inc. Under
the Merger Agreement, Sub is obligated commence on or before July 25, 2000, a
tender offer (the "Offer") to purchase all of the outstanding shares of common
stock, par value $0.001 per share, of the Company (the "Shares"), at a purchase
price of $8.00 per Share, net to the seller in cash, without interest thereon
(the "Offer Price").
Pursuant to the Merger Agreement, following the completion of the
Offer and the satisfaction or waiver of certain other conditions, Sub will be
merged with and into the Company (the "Merger") with the Company being the
surviving corporation. In the Merger, each outstanding Share (other than (i)
Shares held by the Company, (ii) Shares held by Parent or its wholly owned
subsidiaries, and (iii) Dissenting Shares (as defined in the Merger Agreement))
will be converted into the right to receive the Offer Price. In connection with
the Merger Agreement, TC, KR and Parent entered into an Investment Agreement
dated July 16, 2000 (the "Investment Agreement"), to which the Company is an
express third party beneficiary.
The Offer is conditioned on, among other things, Tribune and Knight
Ridder acquiring at least a majority of the outstanding stock of CareerBuilder
on a fully diluted basis. Holders of approximately 44% of the outstanding shares
of CareerBuilder have entered in stockholder agreements (the "Stockholder
Agreements") pursuant to which they have agreed to tender their shares in the
offer and to vote their shares in favor of the merger agreement and against any
other transaction, subject to the provisions of the Stockholder Agreement. The
transaction is subject to other customary conditions, including
Hart-Scott-Rodino clearance.
A copy of each of the Merger Agreement, the Investment Agreement, a
form of the Stockholder Agreement and the press release announcing the
transaction are filed herewith as Exhibits 2.1, 99.1, 99.2 and 99.3,
respectively, and are incorporated herein by
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reference in their entirety. The foregoing description of the agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of such agreements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
No. Description
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2.1 Agreement and Plan of Merger dated as of July 16, 2000 among Career
Holdings, Inc., CB Acquisition Corp. and Careerbuilder, Inc.
99.1 Investment Agreement dated as of July 16, 2000 among Tribune
Company, Knightridder.com and Career Holdings, Inc.
99.2 Form of Stockholder Agreement
99.3 Text of Press Release dated July 17, 2000
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 hereunto duly authorized.
Date: July 17, 2000
CAREERBUILDER, INC.
By: /s/ James A. Tholen
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Name: James A. Tholen
Title: Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of July 16, 2000 among Career
Holdings, Inc., CB Acquisition Corp. and Careerbuilder, Inc.
99.1 Investment Agreement dated as of July 16, 2000 among Tribune
Company, Knightridder.com and Career Holdings, Inc.
99.2 Form of Stockholder Agreement
99.3 Text of Press Release dated July 17, 2000
