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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): August 1, 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, Massachusetts 01803
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 229-3000
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ITEM 5. OTHER EVENTS.
On August 1, 2000, NewsEdge Corporation (the "Company"), Office.com Inc., a
Delaware corporation (the "Purchaser") and Individual.com, Inc., a Delaware
corporation, a wholly owned subsidiary of the Company ("Individual") entered
into an amendment (the "Amendment") dated as of August 1, 2000 to that certain
stock purchase agreement, dated as of February 18, 2000 (the "Stock Purchase
Agreement"), which provided for the sale by the Company of its remaining 20%
interest in Individual to Office.com, Inc. An initial purchase and sale of 80%
of the Company's ownership interest in Individual occurred on February 18, 2000.
As a result of the Company re-negotiating certain related licensing agreements,
both parties mutually agreed to amend the Stock Purchase Agreement. Pursuant to
the Amendment, the purchase and sale of the remaining 20% interest was completed
on August 1, 2000, rather than February 28, 2001 as originally contemplated by
the Stock Purchase Agreement. Under the terms of the Amendment, the Company will
receive a $3,000,000 payment on September 1, 2000, a $1,000,000 payment on
December 26, 2000 and a final $1,000,000 payment on February 28, 2000. The
purchase price was arrived at after an arms-length negotiation among the
parties.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
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None.
(b) Pro Forma Financial Information.
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The Company's Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of June 30, 2000, reflecting the transaction described in this
report, is included as Exhibit 99.1 to this report and is incorporated
herein by reference.
(c) Exhibits.
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EXHIBIT NO. DESCRIPTION
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99.1 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEWSEDGE CORPORATION
Dated: August 7, 2000 By: /s/ Ronald Benanto
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Ronald Benanto
Chief Financial Officer
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EXHIBIT INDEX
99.1 Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2000
