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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): December 11, 2000
SWITCHBOARD INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-28871 04-3321134
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
115 FLANDERS ROAD
WESTBORO, MASSACHUSETTS 01581
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(Address of Principal Executive Offices) (Zip Code)
(508) 898-1122
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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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SPECIAL NOTE REGARDING CERTAIN STATEMENTS AND REFERENCES
This Current Report on Form 8-K contains forward-looking statements which
reflect the current judgment of Switchboard Incorporated, a Delaware corporation
(the "Registrant"), on certain issues relating to the Registrant's recently
announced technology, marketing and services alliance with America Online, Inc.,
a Delaware corporation ("AOL"). Because these statements apply to future events,
they are subject to risks and uncertainties that could cause the actual results
to differ materially. Important factors which could cause actual results to
differ materially include: the Registrant's alliance with AOL may not generate
anticipated revenues or other benefits or may be prematurely terminated or
otherwise fail to be successful; local merchants may not view the Registrant's
alliance with AOL as an effective advertising vehicle for their products and
services; the Registrant must innovate new and enhanced technologies and
services and protect its rights in, and otherwise retain the benefits of, such
technologies and services; the Registrant's quarterly results are volatile; the
Registrant faces intense competition; and the other risks described in the
Registrant's Registration Statement on Form S-1 (Commission File No. 333-90013),
as amended, and in the Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 2000, on file with the Securities and Exchange Commission,
which factors are incorporated herein by reference.
References, if any, in this Current Report on Form 8-K and the exhibits
hereto, if any, to www.switchboard.com, switchboard.com, CBS Switchboard.com any
variations of the foregoing, or any other uniform resource locator, or URL, are
inactive textual references only. The information on the Registrant's Website
and any other URL is not incorporated by reference into this Current Report on
Form 8-K and should not be considered to be a part of this document.
ITEM 5. OTHER EVENTS
As of December 11, 2000, Switchboard Incorporated, a Delaware corporation
(the "Registrant"), entered into a Directory and Local Advertising Platform
Services Agreement (the "Directory Agreement") under which the Registrant formed
a technology, marketing and services alliance with America Online, Inc., a
Delaware corporation ("AOL"), to develop a new directory and local advertising
platform and product set to be featured across specified AOL properties.
The Registrant and AOL will share specified directory advertisement
revenues during the term of the Directory Agreement. In general (i) the
Registrant will receive a majority of the first $35.0 million of such directory
advertisement revenues and (ii) the Registrant will receive a lesser share of
any additional such directory advertisement revenues. The Registrant paid AOL
$13.0 million at the signing of the Directory Agreement and, under the terms of
the Directory Agreement, will pay to AOL a total of an additional $13.0 million
under a schedule that shall end no later than March 11, 2002. AOL has committed
to pay at least $2.0 million to the Registrant in consulting fees. The
Directory Agreement has an initial term of four years, which term is subject to
earlier termination upon the occurrence of specified events, including, without
limitation (a) after 24 months and again after 36 months if specified revenue
targets have not been achieved and neither party has made additional payments to
the other to prevent such termination, (b) if the Registrant is acquired by one
of certain third parties or (c) if AOL acquires one of certain third parties and
AOL pays to the Registrant a termination fee of $25.0 million.
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In connection with entering into the Directory Agreement, the Registrant
issued to AOL 746,260 shares of its common stock, $0.01 par value per share (the
"Common Stock"), and agreed to issue to AOL 746,260 shares of Common Stock if
the Directory Agreement continues after two years and an additional 746,260
shares of Common Stock if the Directory Agreement continues after three years.
If the Registrant and AOL renew the Directory Agreement for at least an
additional four years after the initial term, the Registrant agreed to issue to
AOL a warrant to purchase up to 721,385 shares of Common Stock at a per share
purchase price of $4.32. The Registrant granted AOL "piggy-back" registration
rights and up to two Form S-3 demand registration rights with respect to the
foregoing shares of Common Stock.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SWITCHBOARD INCORPORATED
Date: December 11, 2000 By: /s/ John P. Jewett
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John P. Jewett
Vice President, Finance and
Chief Financial Officer
