<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 1999
================================================================================
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
JUNE 18, 1999
(Date of Report Date of Earliest Event Reported)
STUDENT ADVANTAGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 0-26173 04-3263743
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification
Number)
280 SUMMER STREET, BOSTON, MA 02210
(Address of Principal Executive Offices) (Zip Code)
(617) 912-2011
(Registrant's Telephone Number, Including Area Code)
================================================================================
<PAGE> 2
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On June 18, 1999, SA Acquisition I, Inc. ("SA"), a wholly-owned subsidiary
of Student Advantage, Inc. (the "Company"), merged into University Netcasting,
Inc. ("UNI") pursuant to an Agreement and Plan of Merger between the Company, SA
and UNI, dated May 7, 1999 (the "Transaction"). At the close of the transaction,
UNI became a wholly-owned subsidiary of the Company.
UNI provides online information and analysis on athletics for colleges,
universities and college sports associations through its FANSonly Network,
FANSonly.com.
The outstanding capital stock of UNI was converted into an aggregate of
2,439,679 shares of Common Stock, $.01 par value, of the Company. The exchange
rates used to convert the capital stock of UNI into Common Stock of the Company
were determined as a result of arms length negotiation. This merger will be
treated as a "pooling of interests" transaction for accounting purposes.
To the best knowledge of the Company, neither the Company, any affiliate,
director, officer nor associate of any director or officer of the Company has
any material relationship with UNI, other than relationships arising as a
result of the Transaction.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of the business being acquired. The
financial statements of UNI contained in the Company's
Registration Statement on Form S-1, as amended (File No.
333-75807) are incorporated herein by reference.
(b) Pro Forma Financial Information. The pro forma financial
information with respect to the Transaction contained in the
Company's Registration Statement on Form S-1, as amended (File
No. 333-75807) are incorporated herein by reference.
(c) Exhibits. See Exhibit Index attached hereto.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
July 1, 1999 STUDENT ADVANTAGE, INC.
/s/ Raymond V. Sozzi, Jr.
-------------------------------------
Raymond V. Sozzi, Jr.
President, Chief Executive Officer
and Chairman of the Board of
Directors
<PAGE> 4
EXHIBIT INDEX
Number Description
- ------ -----------
1.1 (1) Agreement and Plan of Merger among Student Advantage, Inc.,
SA Acquisition I, Inc. and University Netcasting, Inc. dated
May 7, 1999.
99 Press Release dated May 17, 1999.
- --------------------------------------------------------------------------------
(1) Incorporated herein by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-1, as amended (File No. 333-75807).
<PAGE> 1
EXHIBIT 99
CONTACT: Christine Herbert
Student Advantage, Inc.
212-229-3999, ext. 224
or 917-301-4945
[email protected]
-----------------------------
Meredith Mansfield
Connors Communications
212-807-7500
[email protected]
STUDENT ADVANTAGE ANNOUNCES AGREEMENT TO ACQUIRE
UNIVERSITY NETCASTING, CREATOR OF ONLINE COLLEGIATE SPORTS NETWORK,
FANSONLY.COM
BOSTON, MAY 17, 1999 -- Student Advantage, Inc., today announced that
it has entered into an agreement to acquire University Netcasting,
Inc., a provider of Internet-based services to the collegiate
marketplace and creator of The FANSonly(TM) Network -- an aggregator of
collegiate sports communities online.
The acquisition will allow Student Advantage to add sports programming
to its college Web hub, STUDENTADVANTAGE.COM. Through exclusive
contractual relationships, University Netcasting's FANSonly Network is
partnered with universities and athletic associations to represent and
maintain the official Internet presence for each, while providing fans
comprehensive online coverage of collegiate sports. The FANSOnly
Network Official Athletic Sites highlight the information, content and
identity specific to each content provider (university, conference,
sports association), each marketing under its own unique affinity
domain. With the acquisition, University Netcasting partners such as
Notre Dame, Florida State and University of Kentucky will expand
Student Advantage's existing network of affiliate and partner
universities.
"University Netcasting brings to Student Advantage an expertise in
online marketing and community building that adds to the value we
already provide to students, businesses and universities both online
and off," said Raymond Sozzi, founder, president and CEO of
seven-year-old Student Advantage. As a result of the acquisition, Dick
Beedon, University Netcasting's president and chief executive officer
will become executive vice president of sales and business development
for Student Advantage. The majority of University Netcasting's 65
employees will remain in the company's Carlsbad, California and
Atlanta, Georgia offices. The acquisition will bring Student
Advantage's total number of full-time employees to nearly 250.
<PAGE> 2
Student Advantage/University Netcasting
Page Two
ABOUT FANSONLY AND UNIVERSITY NETCASTING
Based in Carlsbad, Calif., the FANSonly Network is an aggregator of collegiate
sports communities on the Internet. FANSonly provides online brand management
and content delivery to more than 50 university athletic departments in the
country, through the publishing of Official Athletic Sites for each university.
FANSonly.com serves as the network hub, providing comprehensive information on
collegiate sports, including in-depth statistical packages and analysis,
information on collegiate recruiting, team pages on NCAA teams as well as
coverage of collegiate sports, which complements and accentuates the individual
Official Athletic Sites.
ABOUT STUDENT ADVANTAGE, INC.
Student Advantage, Inc. is a leading membership, media and marketing services
company, focused exclusively on the student market. The company has established
a presence both online and off through its college Web hub,
STUDENTADVANTAGE.COM, and The Student Advantage(R) Membership Program. The
company can be reached by telephone at 617-912-2011, by email at
[email protected] or on the World Wide Web at WWW.STUDENTADVANTAGE.COM.
# # #
