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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)/1/
INDIVIDUAL, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
455912-10-5
- --------------------------------------------------------------------------------
(CUSIP Number)
Susan J. Nock, Testa, Hurwitz & Thibeault, LLP,
High Street Tower, 125 High Street,
Boston, MA 02110 (617) 248-7000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 2, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
- ------------------------
/1/The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 2 OF 13 PAGES
- ------------------------ ------------------------
SCHEDULE 13D
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
Desktop Data, Inc.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
04-3016142
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
State of Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 3,249,779 (acquisition of such shares is conditioned
NUMBER OF upon the occurrence of certain events specified in
that certain Stock Option Agreement dated November 2,
1997 filed as Exhibit 4 to this Schedule 13D)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,895,398
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 3,249,779 (acquisition of such shares is conditioned
REPORTING upon the occurrence of certain events specified in
that certain Stock Option Agreement dated November 2,
1997 filed as Exhibit 4 to this Schedule 13D)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,145,177
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
39.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 3 OF 13 PAGES
- ------------------------ ------------------------
Neither the filing of this statement on Schedule 13D nor any of its
contents shall be deemed to constitute an admission by Desktop Data, Inc. that
it is the beneficial owner of any of the Common Stock referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Act"), or for any other purpose, and such beneficial ownership is
expressly disclaimed.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock, $.01 par
value per share (the "Issuer Common Stock"), of Individual, Inc., a Delaware
corporation (the Issuer). The principal executive offices of the Issuer are
located at 8 New England Executive Park West, Burlington, Massachusetts 01083
ITEM 2. IDENTITY AND BACKGROUND
(i) The name of the person filing this statement is Desktop Data, Inc.,
a Delaware corporation ("Desktop").
(ii) The address of the principal office and principal business of
Desktop is 80 Blanchard Road, Burlington, Massachusetts 01083.
(iii) Desktop provides customized real-time news and information to
knowledge workers over their organization's local area networks.
(iv) Set forth in Schedule I is the name and present principal occupation
or employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of Desktop's
directors and executive officers as of the date hereof.
(v) During the past five years, neither Desktop nor, to Desktop's
knowledge, any person named in Schedule I to this Schedule 13D, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(vi) During the past five years, neither Desktop nor, to Desktop's
knowledge, any person named in Schedule I to this Schedule 13D, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating activity
subject to Federal or state securities laws or finding any violation with
respect to such laws.
(vii) All of the directors and executive officers of Desktop named in
Schedule I are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Merger and Reorganization dated
November 2, 1997 (the "Merger Agreement"), between Desktop and the Issuer, and
subject to the conditions set forth therein (including approval by stockholders
of Desktop and the Issuer), the Issuer will be merged with and into Desktop (the
"Merger"), with each share of Issuer Common Stock being converted into the right
to receive one-half of a share of Desktop's Common Stock, $.01 par
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 4 OF 13 PAGES
- ------------------------ ------------------------
value per share ("Desktop Common Stock"). The foregoing summary of the Merger is
qualified in its entirety by reference to the copy of the Merger Agreement
included as Exhibit 1 to this Schedule 13D and incorporated herein in its
---------
entirety by reference.
This statement on Schedule 13D relates to an option granted to Desktop by the
Issuer to purchase shares of Common Stock from the Issuer as described in Item 4
below (the "Stock Option").
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) As described in Item 3 above, this statement relates to the Merger
of the Issuer, with and into Desktop in a merger pursuant to the relevant
provisions of the Delaware General Corporation Law ("Delaware Law"). At the
effective time of the Merger (the "Effective Time"), the separate existence of
Issuer will cease to exist and Desktop will continue as the surviving
corporation (the "Surviving Corporation"). In connection with the Merger,
holders of outstanding Issuer Common Stock will receive, in exchange for each
share of Issuer Common Stock held by them, one-half of a share of Desktop Common
Stock. In addition, Desktop will assume all outstanding options under the
Issuer's Amended and Restated 1989 Stock Option Plan, 1995 Incentive Stock
Option Plan, 1996 Non-Employee Directors Stock Option Plan, 1996 Stock Option
Plan and Amended and Restated 1996 Stock Plan and will assume all purchase
rights outstanding under the Issuer's 1996 Employee Stock Purchase Plan.
Furthermore, Desktop will assume all outstanding warrants for the purchase of
the Issuer Common Stock. If the Merger is consummated, the Issuer Common Stock
will be deregistered under the Act and delisted from the Nasdaq National Market.
The Merger Agreement contains customary representations and warranties on the
part of the Desktop and the Issuer, and the consummation of the Merger is
subject to customary closing conditions, including, without limitation, approval
by the stockholders of Desktop and the Issuer and the occurrence of no event
with a material adverse effect with respect to a party. The Merger Agreement
also contains covenants regarding the activities of the parties pending
consummation of the Merger. Generally, each of the parties must conduct its
business in the ordinary course consistent with past practice.
The Merger Agreement provides for a payment of a fee of $3,500,000 by Issuer
to Desktop upon the earliest occurrence of the following events: (a) the
termination of the Merger Agreement by Desktop upon the occurrence of one of the
following events: (i) the Board of Directors of Issuer withholds, withdraws or
modifies in a manner adverse to Desktop its recommendation in favor of the
Merger, (ii) a Terminating Breach by Issuer (as defined in Section 7.01(g) of
the Merger Agreement) or (iii) if any representation or warranty on the part of
Issuer set forth in the Merger Agreement proves to be untrue at the Effective
Time, and such failure to be true is reasonably likely to have a Material
Adverse Effect (as defined in Section 1.13 of the Merger Agreement); (b) the
termination of the Merger Agreement by Desktop or Issuer upon the occurrence of
one of the following events: (i) the acceptance of an Issuer Superior Proposal
(as defined below) by Issuer or the recommendation of such an Issuer Superior
Proposal by the Board of Directors of Issuer to its stockholders or (ii) the
Issuer's failure to obtain the required vote by the stockholders of Issuer at a
meeting of such stockholders, if Issuer subsequently enters into an Alternative
Transaction (as defined in Section 7.03(d) of the Merger Agreement) (an "Issuer
Negative Vote"); or (c) the delivery of information by Issuer to any person (or
group of persons) other than Desktop or its affiliates or Issuer or its
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 5 OF 13 PAGES
- ------------------------ ------------------------
affiliates, as the case may be, (a "Third Party"), as described in Section
4.02(a)(iii) of the Merger Agreement.
The Merger Agreement provides for a payment of a fee of $3,500,000 by Desktop
to Issuer upon the earliest occurrence of the following events: (a) the
termination of the Merger Agreement by Issuer upon the occurrence of one of the
following events: (i) the Board of Directors of Desktop withholds, withdraws or
modifies in a manner adverse to Issuer its recommendation in favor of the
Merger, (ii) a terminating Breach by Desktop (as defined in Section 7.01(g ) of
the Merger Agreement) or (iii) any representation or warranty on the part of
Desktop set forth in the Merger Agreement proves to be untrue at the Effective
Time, and such failure to be true is reasonably likely to have a Material
Adverse Effect (as defined in Merger Agreement, Section 1.13); (b) the
termination of the Merger Agreement by Issuer or Desktop upon the occurrence of
one of the following events: (i) the acceptance of a Desktop Superior Proposal
(as defined below) by Desktop or the recommendation of such a Desktop Superior
Proposal by the Board of Directors of Desktop to its stockholders or (ii) the
failure of Desktop to obtain the required vote by the stockholders of Desktop at
a meeting of such stockholders, if Desktop enters an Alternative Transaction (a
"Desktop Negative Vote"); or (c) the delivery of information by Desktop to a
Third Party, as described in Section 4.02(b)(iii) of the Merger Agreement.
The foregoing summary of the Merger is qualified in its entirety by reference
to the copy of the Merger Agreement included as Exhibit 1 to this Schedule 13D
---------
and incorporated herein in its entirety by reference.
As an inducement to Desktop to enter into the Merger Agreement, Desktop and
the Issuer entered into a Stock Option Agreement, dated November 2, 1997 (the
"Stock Option Agreement"). The Stock Option Agreement, by and between Desktop
and the Issuer grants Desktop an irrevocable option (the "Stock Option") to
purchase up to 3,249,779 shares (the "Option Shares") of Issuer Common Stock
under the circumstances specified in the Stock Option Agreement by exchanging
therefor shares of Desktop Common Stock at the rate of one-half of a share of
Desktop Common Stock for each Option Share and/or, at Desktop's election, by
paying a cash amount of $5.17 per share (the "Exercise Price"). The Stock Option
Agreement is attached hereto as Exhibit 4.
---------
Subject to certain conditions, the Stock Option may be exercised in whole or
in part by Desktop upon: (a) the commencement of a tender or exchange offer for
25% or more of any class of Issuer's capital stock; (b) the termination of the
Merger Agreement by the Issuer upon the occurrence of one of the following
events: (i) the Board of Directors of Issuer withholds, withdraws or modifies
in a manner adverse to Desktop its recommendation in favor of the Merger or (ii)
any representation or warranty on the part of Issuer set forth in the Merger
Agreement proves to be untrue at the Effective Time, and such failure to be true
is reasonably likely to have a Material Adverse Effect (as defined in Section
1.13 of the Merger Agreement); (c) the termination of the Merger Agreement by
Issuer or Desktop upon the occurrence of one of the following events: (i) the
acceptance of an Issuer Superior Proposal by Issuer or the recommendation of
such an Issuer Superior Proposal by the Board of Directors of Issuer to its
stockholders or (ii) in the event of an Issuer Negative Vote; or (d) the
delivery of information by Issuer to a Third Party, as described in Section
4.02(a)(iii) of the Merger Agreement (any of the events specified in clauses
(b), (c) or (d) of this sentence are referred to herein as an "Exercise Event").
The Stock Option terminates upon the earlier of (i) the Effective Time, (ii)
180 days following termination of the Merger Agreement if an Exercise Event
shall have occurred on or
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 6 OF 13 PAGES
- ------------------------ ------------------------
prior to the date of such termination, or (iii) the date on which the Merger
Agreement is terminated if an Exercise Event shall not have occurred on or prior
to such date; provided, however, with respect to clause (ii) of this sentence,
-------- -------
if the Stock Option cannot be exercised by reason of any applicable government
order then the Stock Option shall not terminate then until the tenth business
day after such impediment to exercise shall have been removed or shall have
become final and not subject to appeal. Notwithstanding the foregoing, the Stock
Option may not be exercised if Desktop is in breach in any material respect of
any of its covenants or agreements contained in the Merger Agreement.
As an inducement to the Issuer to enter into the Merger Agreement, Issuer and
Desktop have also entered into a Stock Option Agreement, dated November 2, 1997,
which grants the Issuer an irrevocable option to purchase up to 1,726,398
shares of Desktop Common Stock under the circumstances specified in the Stock
Option Agreement between Desktop and the Issuer by exchanging therefor shares of
Issuer Common Stock at the rate of two shares of Issuer Common Stock for each
share of Desktop Common Stock subject to such option and/or, at Issuer's
election, by paying cash of $10.34 per share. The substance of this agreement
is substantially similar in substance to of the Stock Option Agreement, and a
copy of this agreement is included as Exhibit 5 to this Schedule 13D and
---------
incorporated herein in its entirely by reference.
The term "Issuer Superior Proposal" means an unsolicited bona fide written
Acquisition Proposal which the Board of Directors of Issuer determines in good
faith (after consultation with its financial advisors, and after receiving a
written opinion of outside counsel to the effect that the Board of Directors is
required to recommend the Acquisition Proposal to its stockholders in order to
discharge properly its fiduciary duties) would result in a transaction more
favorable to Issuer stockholders from a financial point of view than the
transaction contemplated by the Merger Agreement.
The term "Desktop Superior Proposal" means an unsolicited bona fide written
Acquisition Proposal which the Board of Directors of Desktop determines in good
faith (after consultation with its financial advisors, and after receiving a
written opinion of outside counsel to the effect that the Board of Directors is
required to recommend the Acquisition Proposal to its stockholders in order to
discharge properly its fiduciary duties) would result in a transaction more
favorable to Desktop's stockholders from a financial point of view than the
transaction contemplated by this Agreement.
The term "Acquisition Proposal" means the initiation or submission of any
inquiries, proposals or offers regarding any acquisition, merger, take-over bid,
sale of substantial assets, sale of shares of capital stock (including without
limitation by way of a tender offer) or similar transactions involving Desktop
or Issuer or any subsidiaries of Desktop or Issuer, with the exception of
discussions involving Issuer leading to the acquisition of ClariNet
Communications Corp., the Acquisition of NewsPage or the creation of a joint
ventures to market and operate NewsPage and/or the Netscape Netcenter
businesses, provided no agreement is entered into without the consent of
Desktop.
Also as an inducement to Desktop to enter into the Merger Agreement, certain
stockholders of the Issuer (collectively, the "Participation Agreement
Stockholders") have entered into a Participation Agreement dated November 3,
1997 (the "Participation Agreement") with Desktop. Pursuant to each
Participation Agreement, the Participation Agreement Stockholders have agreed to
vote the shares of Issuer Common Stock owned by them (i) in favor of approval
and adoption of the Merger Agreement and the Merger and any matter that could
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 7 OF 13 PAGES
- ------------------------ ------------------------
reasonably be expected to facilitate the Merger and (ii) against approval of any
proposal made in opposition to or competition with consummation of the Merger.
The Participation Agreement Stockholders have also agreed if requested by
Desktop to execute and deliver to Desktop an irrevocable proxy granting Desktop
the authority to vote the shares of Issuer Common Stock owned by the
Participation Agreement Stockholders in the manner described in the previous
sentence. The Participation Agreement terminates upon the earlier to occur of
the Effective Time or the termination of the Merger Agreement. The name of each
Participation Agreement Stockholder and the number of outstanding shares of
Issuer Common Stock held of record by such stockholder as of November 3, 1997 is
set forth in Schedule II hereto which is hereby incorporated by this reference.
Desktop did not pay any additional consideration to any Participation Agreement
Stockholder in connection with the execution and delivery of the Participation
Agreement.
The foregoing summary of the Participation Agreement is qualified in its
entirety by reference to the copy of the Participation Agreement included as
Exhibit 2 of this Schedule 13D and incorporated herein in its entirety by
- ---------
reference.
As an inducement to Issuer to enter into the Merger Agreement, certain
stockholders of Desktop have entered into a Participation Agreement dated
November 3, 1997 with Issuer, the substance of which is substantially similar to
the substance of the Participation Agreement. A copy of this Participation
Agreement is included as Exhibit 3 of this Schedule 13D and incorporated herein
---------
in its entirety by reference.
Also in connection with the Merger Agreement, the Participation Agreement
Stockholders and the stockholders of Desktop who have executed a Participation
Agreement in favor of the Issuer (each an "Affiliate") have each entered into an
Affiliate Agreement with Desktop (collectively, the "Affiliate Agreements")
pursuant to which each Affiliate has agreed not to sell, exchange, transfer,
pledge, dispose or otherwise reduce its risk relative to any shares of Issuer
Common Stock or other equity securities of Issuer (and Desktop Common Stock with
respect to its Affiliates) owned by it during the period commencing on November
3, 1997 and ending at such time as financial results covering at least 30 days
of combined operations of the Issuer and Desktop have been published by Desktop,
in the form of a quarterly earnings report, an effective registration statement
filed with the Securities and Exchange Commission ("Commission"), a report to
the Commission on Form 10-K, 10-Q or 8-K, or any other public filing or
announcement which includes the combined results of operations, so as to
interfere with Desktop accounting for the Merger as a pooling of interests. The
foregoing summary of the Affiliate Agreements is qualified in its entirety by
reference to the forms of the Affiliate Agreements included as Exhibits 6 and 7
----------------
of this Schedule 13D and incorporated herein in its entirety by reference.
(c) Not applicable.
(d) The directors of Desktop immediately prior to the Effective Time shall be
the initial directors of the Surviving Corporation, each to hold office in
accordance with the Certificate of Incorporation and By-Laws of the Surviving
Corporation, and the officers of Desktop immediately prior to the Effective Time
shall be the initial officers of the Surviving Corporation, in each case until
their respective successors are duly elected or appointed and qualified.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 8 OF 13 PAGES
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(f) Not applicable.
(g) The Certificate of Incorporation of Desktop, as in effect immediately
prior to the Effective Time, shall be the Certificate of Incorporation of the
Surviving Corporation until thereafter amended as provided by Delaware Law and
such Certificate of Incorporation; provided, however, that the Certificate of
-------- -------
Incorporation of the Surviving Corporation shall be amended as of the Effective
Time (i) to increase the number of authorized shares of capital stock of the
Surviving Corporation and (ii) so that the name of the Surviving Corporation is
"NewsEDGE Corporation."
(h) - (i) Other than as a result of the Merger described in Item 3 above, not
applicable.
(j) Other than as described above, Desktop currently has no plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (j) of Schedule 13D (although Desktop reserves the right to develop such
plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) If the Stock Option is exercised, Desktop will have the right to
acquire 3,249,779 shares of Issuer Common Stock. If acquired, Desktop would
have sole voting and dispositive power over such shares, and such shares would
constitute approximately 16.6% of the issued and outstanding shares of the
Issuer Common Stock as of October 31, 1997.
As a result of the Participation Agreement, Desktop has shared power to
vote an aggregate of 4,895,398 shares of Issuer Common Stock for the limited
purposes described in Item 4 above, and such shares constitute approximately
28.2% of the issued and outstanding shares of Issuer Common Stock as of October
31, 1997. To the extent that Desktop, as permitted by the Participation
Agreement, requests proxies to vote all of the shares of Issuer Common Stock
subject to the Participation Agreement and such proxies are so granted, Desktop
will have the sole voting power with respect to such shares.
As a result of the Participation Agreement and if the Stock Option is
exercised, Desktop may be deemed to beneficially own an aggregate of 8,145,177
shares of Issuer Common Stock, or 39.5% of the issued and outstanding shares of
Issuer Common Stock as of October 31, 1997.
To Desktop's knowledge, no shares of Issuer Common Stock are beneficially
owned by any of the persons named in Schedule I except for 1,000 shares of
Issuer Common Stock held by Donald L. McLagan, the current President of Desktop.
(c) Neither Desktop, nor, to Desktop's knowledge, any person named in
Schedule I, has affected any transaction in the Issuer Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Other than as described herein, to Desktop's knowledge, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 9 OF 13 PAGES
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Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
1 Agreement and Plan of Merger and Reorganization dated
November 2, 1997, by and between Desktop Data, Inc. a
Delaware corporation and Individual, Inc., a Delaware
corporation.
2 Participation Agreement dated November 3, 1997, by and
among Desktop Data Inc., a Delaware corporation, and
certain stockholders of Individual, Inc., a Delaware
corporation.
3 Participation Agreement dated November 3, 1997, by and
among Individual, Inc., a Delaware corporation, and
certain stockholders of Desktop Data, Inc., a Delaware
corporation.
4 Stock Option Agreement dated November 2, 1997, by and
between Desktop Data Inc., a Delaware corporation, and
Individual, Inc., a Delaware corporation.
5 Stock Option Agreement dated November 2, 1997, by and
between Individual, Inc., a Delaware corporation, and
Desktop Data, Inc., a Delaware corporation.
6 Form of Affiliate Agreement dated November 3, 1997, by
and between Desktop Data, Inc., a Delaware corporation,
and certain stockholders of Desktop.
7 Form of Affiliate Agreement dated November 3, 1997, by
and between Desktop Data, Inc., a Delaware corporation,
and certain stockholders of Individual, Inc.
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 10 OF 13 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 12, 1997 DESKTOP DATA, INC.
By: /s/ Donald L. McLagan
---------------------
Donald L. McLagan
President
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 11 OF 13 PAGES
- ------------------------ ------------------------
SCHEDULE I
<TABLE>
<CAPTION>
Name and Address of Corporation
Principal Occupation or Other Organization in
Name or Employment Which Employed
- --------------------------------------- --------------------------------- ----------------------------------------
<S> <C> <C>
Donald L. McLagen Chairman, President, Chief Desktop Data, Inc.
Executive Officer and Director 80 Blanchard Road
Burlington, MA 01803
Edward Siegfried Vice President - Finance and Desktop Data, Inc.
Operations, Treasurer and 80 Blanchard Road
Assistant Secretary Burlington, MA 01803
Daniel F.X. O'Reilly, Ph.D. Vice President and Chief Desktop Data, Inc.
Technology Officer 80 Blanchard Road
Burlington, MA 01803
Clifford M. Pollan Vice President - Sales and Desktop Data, Inc.
Marketing 80 Blanchard Road
Burlington, MA 01803
John L. Moss Vice President - Development Desktop Data, Inc.
80 Blanchard Road
Burlington, MA 01803
A. Baron Cass, III General Partner 5005 LBJ Freeway
C3 Holdings L.L.C., Suite 1630, LB #119
Equity Analysts, LP, Dallas, TX 75244
Sands Partnership No. 1 L.P.
Ellen Carnahan General Partner William Blair Venture Partners III
222 West Adams Street
Chicago, IL 60606
Rory J. Cowan Chairman and Chief Executive LioNBRIDGE Technologies
Officer 950 Winter Street, Suite 4300
Waltham, MA 02154
June Rokoff Director, Desktop Data, Inc. and 30 Greylock Road
Mathsoft, Inc. Wellesley, MA 02181
</TABLE>
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 12 OF 13 PAGES
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SCHEDULE II
<TABLE>
<CAPTION>
Percentage of Outstanding
Number of Shares of Issuer Shares of Issuer Common
Individual Common Stock Beneficially Owned Stock as of October 31, 1997
- ------------------------- -------------------------------------- ---------------------------------
<S> <C> <C>
Michael E. Kolowich 464,509 2.8%
(includes right to
acquire 312,509 shares)
Joseph A. Amram 765,306 4.5%
(includes right to
acquire 561,245 shares)
Burr, Egan, Deleage & Co. 1,289,399 7.9%
Elon Kohlberg 23,847 0.15%
(consists of right to
acquire 23,847 shares)
James D. Daniell 4,999 0.03%
(consists of right to
acquire 4,999 shares)
William A. Deveraux 310,728 1.9%
(includes right to
acquire 49,596 shares)
Robert L. Lentz 68,000 0.41%
(includes right to
acquire 55,000 shares)
Gregory S. Stanger 0 0.0%
Marino R. Polestra 18,610 0.11%
(includes right to
acquire 18,610 shares)
Jeffrey S. Galt 0 0.0%
Microsoft Corporation 1,050,000 6.4%
Knight-Ridder Information, Inc. 900,000 5.5%
</TABLE>
<PAGE>
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CUSIP NO. 455912-10-5 13D PAGE 13 OF 13 PAGES
- ------------------------ ------------------------
EXHIBIT INDEX
Exhibit No. Description
- ----------- ----------------------------------------------
1* Agreement and Plan of Merger and
Reorganization dated November 2, 1997, by and
between Desktop Data, Inc., a Delaware
corporation, and Individual, Inc., a Delaware
corporation.
2* Participation Agreement dated November 3,
1997, by and among Desktop Data Inc., a
Delaware corporation, and certain
stockholders of Individual, Inc., a Delaware
corporation.
3* Participation Agreement dated November 3,
1997, by and among Individual, Inc., a
Delaware corporation, and certain stockholders
of Desktop Data, Inc., a Delaware corporation.
4* Stock Option Agreement dated November 2,
1997, by and between Desktop Data, Inc., a
Delaware corporation, and Individual, Inc., a
Delaware corporation.
5* Stock Option Agreement dated November 2,
1997, by and between Individual, Inc., a
Delaware corporation, and Desktop Data, Inc.,
a Delaware corporation.
6* Form of Affiliate Agreement dated November 3,
1997, by and between Desktop Data, Inc., a
Delaware corporation, and certain stockholders
of Desktop.
7* Form of Affiliate Agreement dated November 3,
1997, by and between Desktop Data, Inc., a
Delaware corporation, and certain stockholders
of Individual.
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* Previously Filed.
