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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): March 14, 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 15, 2000, NewsEdge Corporation, a Delaware corporation
("NewsEdge"), announced the resignation of Donald L. McLagan as Chief Executive
Officer of NewsEdge and its subsidiaries, NewsEdge Canada Corporation, NewsEdge
Securities Corporation and NewsEdge, K.K., effective on March 14, 2000. In
addition, Mr. McLagan resigned as a director of NewsEdge, effective on March 14,
2000. NewsEdge also announced the appointment of Clifford M. Pollan, previously
its President and Chief Operation Officer, as Chief Executive Officer and member
of the Board of Directors.
NewsEdge further announced that it had received resignations dated
March 14, 2000 from two members of the Board of Directors, Ms. Ellen Carnahan
and Ms. June Rokoff, each effective immediately. Rory Cowan, a current member
of the Board of Directors, was appointed Chairman of the Board. Basil Regan and
Peter Woodward, each of the investment firm Regan Fund Management Ltd., were
concurrently appointed members of the NewsEdge Board of Directors. In filings
with the Securities and Exchange Commission, Mr. Regan has reported that his
beneficial ownership of NewsEdge's common stock, $.01 par value (the "NewsEdge
Common Stock"), is deemed to be approximately 25% and Regan Fund Management has
reported that its beneficial ownership of NewsEdge Common Stock is deemed to be
approximately 8.2%. A third member of the Board of Directors representing Regan
Fund Management Ltd. will be nominated to an expanded Board of Directors at the
next annual meeting of the stockholders of NewsEdge.
Attached hereto and incorporated by reference in its entirety as Exhibit
99.1, is a copy of the press release of NewsEdge dated March 15, 2000.
ITEM 7(C). EXHIBITS.
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99.1 Press release by NewsEdge Corporation dated March 15, 2000.
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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 21, 2000 By: /s/ Ronald Benanto
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Ronald Benanto
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Press Release issued by NewsEdge Corporation on
March 15, 2000
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NEWSEDGE CORP. APPOINTS NEW CHAIRMAN, CEO AND BOARD MEMBERS
Launches New B2B E-Content Commerce Enablement Strategy
BURLINGTON, Mass.--(March 15, 2000) NewsEdge Corporation (NASDAQ: NEWZ) today
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announced the Cliff Pollan will succeed company founder Donald McLagan as Chief
Executive Officer. Mr. Pollan, previously President and Chief Operating Officer
for NewsEdge, also takes a seat on the company's Board of Directors. In
addition, Basil Regan and Peter Woodward, both of the investment firm Regan Fund
Management, were elected to the Board of Directors.
In other changes, Rory Cowan, President and CEO of LionBridge and a current
member of the NewsEdge Board, was appointed Chairman of the Board, and Board
members June Rokoff and Ellen Carnahan have resigned along with McLagan. A
third Board member representing Regan Fund Management will be nominated to an
expanded Board, which will be proposed at the next annual meeting.
"NewsEdge has a strong plan for accelerated growth and is in the capable hands
of new leadership," said Mr. Regan, who prior to joining the Board of Directors
was the largest institutional shareholder of NewsEdge stock. "The company's
position as the leader of electronic business news is the perfect perch to
rapidly execute its strategy for content-enabled Internet commerce."
With more than 1,400 enterprise customers, NewsEdge is the leader in
subscription-based news services for the business market. According to Mr.
Pollan, the company's strengths in refining and personalizing content for use by
individual knowledge workers are already creating demand among Global 5000
corporate extranets, portals, vortals, online publishers, B2B exchanges, and
major e-tailers forming online commerce relationships with their customers.
"We are taking serious aim at the projected $7 trillion B2B ecommerce market,"
said Mr. Pollan. "Our installed client base and businesses of every kind are
going online with a vengeance, and they are all keenly interested in our content
as a way to make their sites more transactional. We understand how content
enables commerce, and that is going to be a powerful differentiator for us."
"This push into e-content services and related infrastructure offerings
leverages our core strengths and significant presence in the enterprise
marketplace, while providing a platform for renewed growth." said Mr. Pollan.
"In addition, we have significant financial resources in place to support this
effort with over $20 million in cash as reported in our year end 1999 results.
Those resources will be supplemented by the $10 million proceeds from the sale
of Individual.com."
"Over the last twelve years, NewsEdge has become the clear leader in news value
for business," said Don McLagan, retiring Chairman and CEO. "Now is the time
for me to transfer the leadership role to Cliff to take the organization into
the enormous new opportunities of the B2B Internet economy."
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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 them 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 services
approximately 1,400 organizations, including 43 of Business Week's 50 largest
global companies with award-winning news and information solutions including
NewsEdge Insight, NewsEdge Live, and NewsEdge Review Topics. NewsEdge is
headquartered in Burlington, Mass., with sales offices and distributors
throughout North America, South America, Europe and Asia. 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.
NEWSEDGE MEDIA CONTACT NEWSEDGE CONTACT
Deanna Runeman Brad Singer
Mullen Public Relations NewsEdge Corporation
978-468-1155 781-229-3000
[email protected] [email protected]
