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): February 29, 2000
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DATA BROADCASTING CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-20311 13-3668779
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
22 Crosby Drive, Bedford, Massachusetts 01730
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 687-8800
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Exhibit Index Appears on Page 5
Total Number of Pages: 6
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ITEM 1. Changes in Control of Registrant.
On February 29, 2000, Data Broadcasting Corporation (the
"Registrant"), a Delaware corporation, completed a merger between
its wholly-owned subsidiary Detective Merger-Sub, Inc. ("Merger
Sub"), a Delaware corporation and Interactive Data Corporation
("Interactive Data"), a Delaware corporation and a wholly-owned
subsidiary of Pearson Longman, Inc. ("Pearson"), a Delaware
corporation. As a result of the merger, Pearson has voting control
of the Registrant.
The merger was completed on the terms and conditions set forth in
the Agreement and Plan of Merger, (the "Merger Agreement") dated as
of November 14, 1999, among the Registrant, Merger Sub, Interactive
Data and Pearson, which was amended by Amendment No. 1 to the
Agreement and Plan of Merger, dated as of January 10, 2000, among
the Registrant, Merger Sub, Interactive Data and Pearson (the
"Amendment").
On February 29, 2000, Merger Sub was merged with and into
Interactive Data (the "Merger") with Interactive Data as the
surviving corporation and a wholly-owned subsidiary of the
Registrant following the Merger. Upon the Merger, the issued and
outstanding capital stock of Interactive Data was converted into
56,423,949 newly issued shares of the Registrant's common stock
which, when added to the 107 shares of common stock of the
Registrant owned by Pearson, resulted in the ownership by Pearson of
approximately 60% of the Registrant. Prior to this transaction no
individual entity possessed a controlling interest in the
Registrant. The Merger will be accounted for as a reverse
acquisition in accordance with United Stated generally accepted
accounting principles. Accordingly the historical financial
statements of Interactive Data will become the historical financial
statements of the Registrant.
Pursuant to the terms of the Merger Agreement, as amended by the
Amendment, the following parties were elected to the Registrant's
board of directors: Robert Berkley, Stuart Clark, John Fallon,
Donald Greenberg, Stephen Hill, Alan Hirschfield, Philip Hoffman,
John Makinson, Carl Spielvogel and Allan Tessler.
The Stock Option Agreement dated as of November 14, 1999, among the
Registrant and Interactive Data and the Voting and Standstill
Agreements, dated as of November 14, 1999, with the Alan J.
Hirschfield Living Trust and with AFT/FGT Family Partners Ltd and
the Tessler Family Limited Partnership terminated pursuant to their
terms upon the effectiveness of the Merger.
A copy of the Merger Agreement is attached hereto as Exhibit 1.1 and
is incorporated herein by reference. A copy of the Amendment is
attached hereto as Exhibit 1.2 and is incorporated herein by
reference. The foregoing summary of these documents is qualified in
its entirety by reference to the full text of these exhibits.
A press release announcing the completion of the merger is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Page 2 of 6
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ITEM 5. Other Events
On March 1, 2000, the Registrant changed the address of its
principal executive offices to 22 Crosby Drive, Bedford,
Massachusetts 01730 and the phone number for its principal executive
offices to (781) 687-8800.
ITEM 7. Financial Statements and Exhibits
The historical financial statements of Interactive Data for the
three years ending December 31, 1999 will be filed on or around May
15, 2000.
Exhibit Number Description
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1.1 Agreement and Plan of Merger, dated as of
November 14, 1999, among Interactive Data
Corporation, Pearson Longman, Inc., Data
Broadcasting Corporation and Detective
Merger-Sub, Inc.*
1.2 Amendment No.1 to the Agreement and Plan of
Merger, dated as of January 10, 2000, among
Interactive Data Corporation, Pearson Longman,
Inc., Data Broadcasting Corporation and
Detective Merger-Sub, Inc.**
99.1 Press Release, dated February 29, 2000,
announcing the completion of the merger.
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* Previously filed as an exhibit to the Registrant's Current
Report on Form 8-K dated November 14, 1999 (filed with the
Commission on November 22, 1999) and incorporated by reference
thereto.
** Previously filed as an exhibit to the Registrant's Definitive
Proxy Statement dated January 11, 2000 and incorporated by
reference thereto.
ITEM 8. Change in Fiscal Year
Pursuant to a written consent of the Registrant's board of
directors, as of February 29, 2000, the Registrant has changed its
fiscal year from a fiscal year ending June 30 to a calender year.
The Registrant has filed its interim reports on Form 10-Q for the
periods ending September 30, 1999 and December 31, 1999 on November
15, 1999 and February 14, 2000, respectively.
Page 3 of 6
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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.
DATA BROADCASTING CORPORATION
Date: March 15, 2000 By: /s/ Stuart J. Clark
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Name: Stuart J. Clark
Title: President and Chief
Executive Officer
Page 4 of 6
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INDEX TO EXHIBITS
Exhibit Number Description Page
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1.1 Agreement and Plan of Merger, dated as *
of November 14, 1999, among Interactive
Data Corporation, Pearson Longman, Inc.,
Data Broadcasting Corporation and
Detective Merger-Sub, Inc.
1.2 Amendment No.1 to the Agreement and Plan **
of Merger, dated as of January 10, 2000,
among Interactive Data Corporation,
Pearson Longman, Inc., Data Broadcasting
Corporation and Detective Merger-Sub, Inc.
99.1 Press Release, dated March 1, 2000, 6
announcing the completion of the merger.
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* Previously filed as an exhibit to the Registrant's Current
Report on Form 8-K dated November 14, 1999 (filed with the
Commission on November 22, 1999) and incorporated by reference
thereto.
** Previously filed as an exhibit to the Registrant's Definitive
Proxy Statement dated January 11, 2000 and incorporated by
reference thereto.
Page 5 of 6
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EXHIBIT 99.1
HEADLINE: Data Broadcasting Elects Hill as Chairman, Clark as
President And CEO on Completion of Merger with Financial Times
Asset Management
DATELINE: NEW YORK, March 1
BODY:
Data Broadcasting Corporation (Nasdaq: DBCC) today announced the
election of Stephen Hill, 39, as chairman of the board, and Stuart
Clark, 52, as president and chief executive officer. The positions
became effective with the completion yesterday of the company's
merger with Financial Times Asset Management/Interactive Data
Corporation.
Data Broadcasting shareholders approved the merger last week.
The company will continue to trade on the Nasdaq National Market
under the symbol DBCC.
Hill, who is chief executive officer of the Financial Times Group
and a member of the Pearson plc management committee, succeeds Alan
Hirschfield, 64, and Allan Tessler, 63, who will both continue on
the board as directors. Clark, who is head of Financial Times Asset
Management and a member of the management board of Pearson plc's
Financial Times Group, succeeds Mark Imperiale, 49.
Financial Times Asset Management/Interactive Data, which had been a
unit of the Financial Times Group of Pearson plc, the international
media company, is a leading source of comprehensive disclosure data,
factor information and independent valuations for a comprehensive
range of U.S. securities and offers full descriptive information on
more than one million U.S. municipal bonds. It also collects and
distributes corporate action information on equities and bonds from
all over the world, specializing in "hard to get" information from
emerging markets.
Data Broadcasting Corporation is the leading provider of real-time
market data to the individual trader and investor. The company
delivers real-time stock quotes, financial information and news to
the PCs, laptops and hand-held devices of millions of users via the
Internet, dedicated lines, wireless FM, cable and satellite.
With the BondEdge service from its Capital Management Sciences
division, Data Broadcasting also is the leading provider of fixed
income portfolio analytics used for valuation and risk management
purposes. Data Broadcasting's Internet presence includes
http://www.dbc.com, http://eSignal.com, http://cbs.marketwatch.com,
http://insite.dbc.com, http://bondedge.com, http://sports.dbc.com
and http://www.dbceuro.com.
SOURCE Data Broadcasting Corporation
CONTACT: Steven G. Crane, Chief Financial Officer of Data
Broadcasting Corporation, 212-502-6200; or Cecilia A. Wilkinson, or
Kristin Bruno, both of Pondel/Wilkinson Group, 310-207-9300,
[email protected].
Page 6 of 6
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[LETTERHEAD OF DATA BROADCASTING CORPORATION]
March 15, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Data Broadcasting Corporation
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Ladies and Gentlemen:
On behalf of Data Broadcasting Corporation, we are hereby
transmitting for filing via EDGAR the Company's Report on Form 8-K.
If you have any questions with respect to this filing, please
contact the undersigned at (781) 687-8083.
Very truly yours,
/s/ Andrea H. Loew
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Andrea H. Loew, Esq.
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