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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)
JUNE 1, 2000
THE OFFICIAL INFORMATION COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-10263 73-1341805
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
250 West 57th Street, Suite 2421, New York, New York 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 247-5160
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective as of June 1, 2000, the Company acquired, through Galaxy
Information Services, LLC (Galaxy), substantially all of the assets of
ExpoExchange, the E-Products business division of Third Millennium
Communications, Inc. (3MC), in exchange for non-voting equity valued at
approximately $30 million in Galaxy Information Services, LLC. Approximately 60
employees of 3MC transferred to Galaxy in connection with the acquisition.
Following the acquisition, Galaxy Information Services, LLC changed its name to
ExpoExchange, LLC.
In addition, prior to the acquisition, effective as of April 14, 2000,
the Company purchased an equity interest in 3MC for $5 million. The Company
obtained the funds from its existing $25 million Credit Agreement with First
Union National Bank.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Financial statements required by this item will be filed by amendment
to this initial report not later than 60 days after the date that this initial
report on Form 8-K must be filed.
(b) Pro Forma Financial Information
The pro forma Financial information required by this item will be filed
by amendment to this initial report not later than 60 days after the date that
this initial report on Form 8-K must be filed.
(c) Exhibits
2.1 Asset Contribution Agreement dated as of May 3, 2000 by and
among Third Millennium Communications, Inc, Galaxy Information
Services, LLC and The Official Information Company
2.2 Securities Purchase Agreement dated as of April 14, 2000,
between Third Millennium Communications, Inc. and The Official
Information Company, a Delaware corporation
99 Press Release Announcing Acquisition of ExpoExchange.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: June 12, 2000
THE OFFICIAL INFORMATION COMPANY
/s/ Ian L.M. Thomas
By
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IAN L. M. THOMAS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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