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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): March 7, 2000
NewsEdge Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26540 04-3016142
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
80 Blanchard Road, Burlington, MA 01803
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (781) 229-3000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report).
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ITEM 5. OTHER EVENTS.
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On March 6, 2000, NewsEdge Corporation, a Delaware corporation
("NewsEdge"), RoweCom Inc., a Delaware corporation ("RoweCom") and RoweCom
Merger Corporation, a Delaware corporation and wholly-owned subsidiary of
RoweCom agreed to terminate the Agreement and Plan of Merger and Reorganization,
dated as of December 7, 1999 (the "Merger Agreement"), by mutual consent. By
virtue of the termination of the Merger Agreement, the Voting Agreement among
NewsEdge, RoweCom, RoweCom Merger Corporation, Donald L. McLagan, NewsEdge's
Chief Executive Officer and Chairman of the Board and holder of approximately
12.19% of the outstanding common stock, $.01 par value, of NewsEdge, and Dr.
Richard Rowe, RoweCom's Chief Executive Officer and Chairman of the Board and
holder of approximately 16.8% of the outstanding common stock, $.01 par value,
of RoweCom terminated simultaneously.
Attached hereto and incorporated by reference in their entirety as
Exhibits 2.1 and 99.1, respectively, are copies of (1) the Termination Agreement
and (2) a joint press release of NewsEdge and RoweCom dated March 7, 2000.
ITEM 7(C). EXHIBITS.
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2.1 Termination Agreement dated as of March 6, 2000 among NewsEdge
Corporation, RoweCom Inc. and RoweCom Merger Corporation.
99.1 Joint press release by NewsEdge Corporation and RoweCom Inc. dated
March 7, 2000 (attached as Exhibit A to Item 2.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEWSEDGE CORPORATION
Date: March 14, 2000 By: /s/ Ronald Benanto
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Ronald Benanto
Chief Financial Officer
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
2.1. Termination Agreement, dated as of March 6, 2000 among
NewsEdge Corporation, RoweCom Inc. and RoweCom Merger
Corporation.
99.2. Press Release issued jointly by NewsEdge Corporation
and RoweCom Inc. on March 7, 2000 (attached as
Exhibit A to Exhibit 2.1).
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Exhibit 2.1
TERMINATION AGREEMENT
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TERMINATION AGREEMENT, dated as of March 6, 2000 (this "Agreement"),
among ROWECOM INC., a Delaware corporation ("Parent"), ROWECOM MERGER
CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), and NEWSEDGE CORPORATION, a Delaware corporation (the
"Company").
WHEREAS, the parties hereto are parties to an Agreement and Plan of
Merger and Reorganization, dated as of December 7, 1999 (the "Merger Agreement";
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capitalized terms used but not otherwise defined herein have the meanings
assigned to such terms in the Merger Agreement);
WHEREAS, Section 12(a) of the Merger Agreement provides that the
Merger Agreement may be terminated at any time prior to the Effective Time by
the written agreement of each of Parent and the Company;
WHEREAS, the Board of Directors of each of Parent and the Company has
determined that it is in the best interests of their respective companies and
shareholders to terminate the Merger Agreement, and has authorized the
termination of the Merger Agreement pursuant to Section 12(a) thereof, upon the
terms and subject to the conditions of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth in this Agreement, the parties hereto agree
as follows:
SECTION 1. Termination. Effective immediately upon execution of this
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Termination Agreement, the Merger Agreement is hereby terminated pursuant to
Section 12(a) thereof by the mutual written agreement of the parties thereto.
SECTION 2. Effect of Termination; Mutual Discharge and Waiver.
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(a) Except as expressly provided in this Agreement and notwithstanding
Section 12(h) of the Merger Agreement, as a result of the termination of the
Merger Agreement pursuant hereto, the Merger Agreement shall become void, and
there shall be no liability under the Merger Agreement on the part of any party
hereto or any of their respective affiliates, subsidiaries, directors, officers,
employees, agents, financial and legal advisors and other representatives, and
all rights and obligations of each party thereto shall cease, including, without
limitation, the rights and obligations set forth in Sections 12 and 14.3 of the
Merger Agreement and any liability for the willful or intentional breach of any
representations, warranties, covenants or agreements contained therein.
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(b) All costs and expenses incurred in connection with this Agreement,
the Merger Agreement, and the Voting Agreement (as defined below) or the
transactions contemplated hereby and thereby shall be paid by the party
incurring such expenses or as otherwise agreed upon between the parties.
(c) Each party hereto hereby releases each other party hereto and
their respective directors, officers, shareholders, employees, agents, financial
and legal advisors and other representatives from any and all liabilities and
obligations, claims, causes of action and suits, arising out of or relating to
the Merger Agreement, the Voting Agreement, and the transactions contemplated
thereby, including, without limitation, any liability or obligation set forth in
Sections 12 and 14.3 of the Merger Agreement and any liability or obligation
arising out of any breach or alleged breach of any representation, warranty,
covenant or agreement contained in the Merger Agreement or the Voting Agreement.
SECTION 3. Acknowledgment of Termination of Voting Agreement. The
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Parent and the Company each acknowledge that, by virtue of the termination of
the Merger Agreement pursuant to Section 1 hereof, the Voting Agreement (the
"Voting Agreement"), dated as of December 7, 1999, between the Parent, the
Merger Sub, the Company, Donald L. McLagan and Dr. Richard R. Rowe shall
simultaneously terminate in accordance with its terms.
SECTION 4. Public Announcements. The initial press release
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concerning the execution and delivery of this Agreement and the termination of
the Merger Agreement shall be a joint press release and shall be in the form of
Exhibit A hereto.
SECTION 5. Confidentiality and Nondisparagement Agreement.
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(a) Notwithstanding anything contained in this Agreement or in the
Merger Agreement to the contrary, the provisions of the confidentiality
agreement between Parent and the Company (the "Confidentiality Agreement") shall
survive in accordance with its terms. Parent and the Company each acknowledge
the request made hereby of the other to return or destroy any proprietary
information (as defined in the Confidentiality Agreement) as to which it is the
receiving party, pursuant to the terms of such Confidentiality Agreement.
(b) For a period of one (1) year commencing on the Effective Date,
each party hereto agrees that it shall not disparage or in any way portray the
other party or the other party's products, services or trade names, either
directly or indirectly, in the form of oral statements, written statements,
electronic communications or otherwise, in a negative light. Each party shall
not make, direct others to make, suggest to others to make or otherwise directly
or indirectly cause or assist others to make disparaging, false or misleading
statements (whether in the form of oral statements, written statements,
electronic or other communications), or engage in misleading conduct regarding
the other party or the other party's products, services or trade names. Upon
expiration of the one (1) year period set forth above, the parties' conduct with
respect to the issues set forth in Section 5, shall be governed by applicable
law.
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SECTION 6. Governing Law. This Agreement shall be governed by the
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laws of the State of Delaware.
SECTION 7. Specific Performance. The parties hereto agree that
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irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
SECTION 8. Headings. The descriptive headings contained in this
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Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
SECTION 9. Miscellaneous. This Agreement can be modified or amended
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only be a writing signed by the parties hereto. This Agreement may be executed
and delivered (including by facsimile transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above by their respective officers
thereunto duly authorized.
ROWECOM INC.
By: /s/ Richard R. Rowe
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Name: Richard R. Rowe
Title: Chairman and
Chief Executive Officer
ROWECOM MERGER CORPORATION
By: /s/ Richard R. Rowe
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Name: Richard R. Rowe
Title: President
NEWSEDGE CORPORATION
By: /s/ Donald L. McLagan
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Name: Donald L. McLagan
Title: Chairman and
Chief Executive Officer
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Exhibit A
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ROWECOM AND NEWSEDGE END ACQUISITION AGREEMENT;
MOVE AHEAD WITH PARTNERSHIP
WESTWOOD, Mass. and BURLINGTON, Mass.--(March 7, 2000) RoweCom Inc. (Nasdaq:
ROWE) and NewsEdge Corporation (Nasdaq: NEWZ), today jointly announced that they
have agreed by mutual consent to terminate their acquisition agreement. Under
the agreement, which was announced on December 7, 1999, RoweCom would have
acquired NewsEdge Corporation in a stock transaction. The companies have chosen
instead to move forward with a partnership that will enable the services of both
companies to be integrated in ways that benefit their customers.
. RoweCom intends to offer NewsEdge services to its clients to provide timely
and customized business, technical and political news from hundreds of
sources, contextually organized into NewsEdge Review(TM) topics.
. Similarly, links embedded within NewsEdge stories would provide access to
related kStore offerings from over 200,000 magazines and journals; 5,300
electronic journals; 4,000 market research reports and 12 million article
abstracts and citations from RoweCom's vast catalog; as well as millions of
books via RoweCom partners barnesandnoble.com and Books24x7.com.
The partnership is expected to financially benefit RoweCom and NewsEdge in two
ways. First, by making both companies' services available to one another's
client base, RoweCom and NewsEdge tap new distribution channels, expanding their
respective potential user bases. Second, the addition of new services is
expected to increase purchasing among existing clients with little incremental
cost to the companies.
ABOUT ROWECOM
A first mover in business-to-business e-commerce, RoweCom Inc. develops and
operates Web-based services that enable organizations to manage the acquisition
of knowledge resources such as magazines, newspapers, journals and books.
RoweCom's flagship services, Knowledge Store (kStore) and Knowledge Library
(kLibrary), allow organizations to order, pay for and manage over 200,000 titles
online as well as millions of discounted books via RoweCom partner
barnesandnoble.com. With clients ranging from Fortune 1000 companies to
academic libraries, RoweCom serves organizations with intensive knowledge
requirements and high-volume purchases. Faxon, a long-established leader in
academic information services, joined RoweCom in October 1999 to offer expanded
Internet and e-commerce tools as well as new levels of control, convenience, and
cost-savings to their clients. Faxon, RoweCom Academic and Biomedical Services,
continues its role as an industry leader providing traditional print and e-
journal services; budgeting and collection development solutions; high-quality
personal service; and cutting-edge web-based services including Subscription
Depot, License Depot, and Information Quest (IQ). The publicly held company
(Nasdaq: ROWE) is headquartered in Westwood, Mass. and has offices in North
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America, Europe and Australia as well as a presence
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in South America, Japan and the Middle East. Visit the RoweCom Website at
http://www.rowe.com.
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ABOUT NEWSEDGE CORPORATION
NewsEdge Corporation (Nasdaq: NEWZ) is the leader in global news and current
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awareness solutions for business. The Company's mission is to make news
valuable for business by helping people find the most important, relevant
stories from an overwhelming volume of daily news and enabling them to act on
the most current information possible. NewsEdge's Enterprise unit serves
approximately 1,400 organizations, including 43 of Business Week's 50 largest
global companies with award-winning news and information solutions including
NewsEdge Insight(TM), NewsEdge Live(TM), and NewsEdge Review(TM) topics.
NewsEdge is headquartered in Burlington, Massachusetts with sales offices and
distributors throughout North America, South America, Europe, Japan and the
Middle East. For more information about NewsEdge Corporation, please visit the
company's Web site at http://www.newsedge.com.
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Except for the historical information contained herein, the matters discussed in
this news release may contain forward-looking statements made under the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. All
forward-looking statements involve risks and uncertainties. RoweCom's or
NewsEdge's actual results may differ materially from the results discussed in
the forward-looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed in each company's respective
SEC filings.
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ROWECOM CONTACT NEWSEDGE CONTACT
Paul Burmeister Ron Benanto
RoweCom Inc. NewsEdge Corporation
(617) 497-5800 (781) 229-3000
[email protected] [email protected]
ROWECOM INVESTOR CONTACT ROWECOM MEDIA CONTACT
Gene Marbach Joanne Gallucci
Makovsky & Co Makovsky & Co
(212) 508-9645 (212) 508-9648
[email protected] [email protected]
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