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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 1, 1999
OneSource Information Services, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-28549 04-3204522
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
300 Baker Avenue 150 CambridgePark Drive
Concord, MA 01742 Cambridge, MA 02140
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(Address of Principal Executive (Former Address)
Offices)
Registrant's telephone number, including area code: (978) 318-4300
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 1, 1999 OneSource Information Services, Inc. (the
"Registrant") acquired Corporate Technology Information Services,
Inc., a Delaware corporation ("CTI"), pursuant to an Agreement and
Plan of Merger dated as of September 8, 1999 (the "Merger
Agreement") by and among the Registrant, OneSource Content
Corporation, a Delaware corporation and wholly owned subsidiary of
the Registrant ("Merger Sub") and CTI. Pursuant to the Merger
Agreement, the consideration paid by the Registrant was $8 million
in cash (the "Purchase Price") which Purchase Price, as well as
the other terms of the transaction, were determined in arms-length
negotiations among the parties. The source of the Purchase Price
was proceeds from the Registrant's initial public offering
effective in May 1999. A portion of the Purchase Price is being
held in escrow to be released in accordance with the Merger
Agreement and an Escrow Agreement, and the remainder of the
Purchase Price was allocated among the stockholders of CTI.
CTI was a privately held company located in Woburn, Massachusetts
and is a provider of high technology company profiles with a focus
on emerging private companies. The Registrant intends to continue
CTI's focus and to integrate its products and services with
Registrant's existing products and services.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired. To be filed
supplementally on or about December 10, 1999.
(b) Pro Forma Financial Information. To be filed supplementally on or
about December 10, 1999.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated September 8, 1999 by and
among the Registrant, Corporate Technology Information
Services, Inc., OneSource Content Corporation and Andrew
Campbell. (Incorporated by reference to Exhibit 2.1 to the
Registrant's From 8-K as filed with the Securities & Exchange
Commission on September 13, 1999)
2.2 Escrow Agreement dated September 8, 1999 by and among the
Registrant, Corporate Technology Information Services, Inc.,
Andrew Campbell and Citizens Bank of Massachusetts.
(Incorporated by reference to Exhibit 2.2 to the Registrant's
Form 8-K as filed with the Securities & Exchange Commission
on September 13, 1999)
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99.1 Press release of the Registrant dated September 9, 1999.
(Incorporated by reference to Exhibit 99.1 to the
Registrant's Form 8-K as filed with the Securities & Exchange
Commission on September 13, 1999)
99.2 Press release of the Registrant dated October 1, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned authorized officer.
ONESOURCE INFORMATION
SERVICES, INC.
October 8, 1999
By: /s/ Roy D. Landon
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Roy D. Landon
Vice President, Chief Financial
Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated September 8, 1999 by and among
the Registrant, Corporate Technology Information Services, Inc.,
OneSource Content Corporation and Andrew Campbell (Incorporated by
reference to Registrant's Form 8-K as filed with the Securities &
Exchange Commission on September 13, 1999).
2.2 Escrow Agreement dated September 8, 1999 by and among the
Registrant, Corporate Technology Information Services, Inc., Andrew
Campbell and Citizens Bank of Massachusetts (Incorporated by
reference to Registrant's Form 8-K as filed with the Securities &
Exchange Commission on September 13, 1999).
99.1 Press release of the Registrant dated September 9, 1999
(Incorporated by reference to Exhibit 99.1 to the
Registrant's Form 8-K as filed with the Securities & Exchange
Commission on September 13, 1999)
99.2 Press release of the Registrant dated October 1, 1999
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE Contact: Donna M. Tocci, 617-520-9105
[email protected]
Lawrence Crimmins, 617-520-9153
[email protected]
Christine Eyre, 978-318-4325
[email protected]
ONESOURCE INFORMATION SERVICES COMPLETES ACQUISITION OF
CORPORATE TECHNOLOGY INFORMATION SERVICES
CONCORD, MASS., OCTOBER 1, 1999 - OneSource Information Services, Inc. (NASDAQ:
ONES), the first place professionals go for comprehensive business information
on the Web, today announced that it has completed its acquisition of Corporate
Technology Information Services, Inc. (CorpTech) for approximately $8 million in
cash. CorpTech is a leading provider of high technology company profiles with a
special focus on emerging private companies.
"Completing our acquisition of CorpTech and its comprehensive information on
privately held, high technology companies better positions OneSource to address
our customers' needs and gives us greater control over editorial content," said
Dan Schimmel, president and CEO of OneSource Information Services. "Acquisitions
and strategic alliances are an important part of our strategy to expand the
breadth and depth of our services and enhance our position as a leader in the
online business information market."
CorpTech, based in Woburn, Massachusetts, is a leader in private company
information, collecting research on more than 50,000 high technology businesses
worldwide. With over 4,000 clients, CorpTech generated $5.2 million in revenue
during its last fiscal year through multiple channels including the Web, CDs,
print and third-party distributors such as OneSource.
ABOUT ONESOURCE INFORMATION SERVICES
OneSource Information Services, Inc. provides Web-based business and financial
information to professionals who need quick access to reliable corporate,
industry and market intelligence. Its Business Browser product line provides
sales, marketing, finance and management professionals with textual information,
such as news, trade press, executive biographies and analyst reports. Business
Browser products also deliver numeric information such as company financial
results, stock quotes and industry statistics. OneSource integrates business and
financial information on over one million global public and private companies
from more than 25 information providers drawing upon over 2,500 sources of
content.
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OneSource Completes CorpTech Acquisition
October 1, 1999
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Business Browser products are designed to address information needs of leading
professional and financial services firms, technology companies and other large
organizations including American Express, British Telecom, Deloitte & Touche,
KPMG, Oracle and SAP. OneSource is headquartered in Concord, MA, with offices
across the United States and United Kingdom. Product information is available by
calling 1-800-554-5501 in the U.S. and +44 (0)1483 241212 in the UK, and at
www.onesource.com.
This news release contains certain forward-looking statements that are based on
the current beliefs and expectations of the company's management, as well as
assumptions made by, and information currently available to, the company's
management. Such statements include those regarding the company's pursuit of
strategic alliances and acquisitions and the enhancement of the company's
product offerings. Because such statements involve risks and uncertainties,
actual actions and strategies and the timing and expected results thereof may
differ materially from those expressed or implied by such forward-looking
statements, and the company's future results, performance, or achievements could
differ materially from those expressed in, or implied by, any such
forward-looking statements. In addition to the factors noted above, other risks,
uncertainties, assumptions, and factors that could affect the company's
financial results are described in the company's initial public offering
prospectus dated May 19, 1999.
OneSource and Business Browser are service marks of OneSource Information
Services, Inc. All other products and services are trademarks or service marks
of their respective companies.
