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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): JULY 8, 1999
INFONAUTICS, INC.
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(Exact Name of Registrant Specified in Charter)
Pennsylvania 0-28284 23-2707366
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(State or Other (Commission IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
900 West Valley Road, Suite 1000
Wayne, Pennsylvania 19087
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(Address of Principal Executive Offices) Zip Code
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (610) 971-8840
(not applicable)
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(Former Name and Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On July 8, 1999, Infomautics, Inc. issued the following Press Release:
INFONAUTICS, INC. AND BELL & HOWELL COMPANY ANNOUNCE PLAN TO CREATE NEW
EDUCATION COMPANY
INFONAUTICS RECEIVES SUBSTANTIAL CASH INFUSION TO PURSUE INTERNET STRATEGY
WAYNE, Pa (July 8, 1999) -- Infonautics, Inc. (NASDAQ: INFO) and Bell & Howell
Company (NYSE: BHW) today announced that they have signed a definitive agreement
to create a new, as-yet-to-be-named company that will combine both firms' K-12
reference businesses.
Infonautics will contribute its school and library Electric Library
- -Registered Trademark- business and will receive 27 percent of the new
company. Bell & Howell will own the balance of the new entity and also will
assume ownership of Infonautics' e-commerce online archive business. In
connection with the transaction, Infonautics will receive $22 million in
cash. Infonautics will continue to develop and market its suite of Sleuth
services and will retain rights to market Electric Library to consumers.
The board of directors of the new company, to be based in Wayne, PA, will be
made up of 8 directors, six of which will be designated by Bell & Howell and two
by Infonautics. To provide for a smooth transition, Van Morris, CEO and
President of Infonautics, will also be CEO of the new company. Bell & Howell
Chairman and CEO, Jim Roemer, will serve as Chairman of the Board of the new
company.
"This transaction brings real clarity to our business," said Van Morris of
Infonautics. "We believe it provides Infonautics with the capital necessary to
fully develop our Sleuth business and to market Electric Library to individual
users over the Web. In addition, by combining our school and library business
with Bell & Howell's K-12 business, we create a new entity with greater
revenues, stronger capabilities and more significant reach into the educational
community."
Infonautics launched its first Sleuth service, Company Sleuth-TM-, late last
year. Since then more than 200,000 people have registered for the free
business information service. In May the company launched Job Sleuth-TM- a
free service that searches the Internet's top job sites and databases for
opportunities that match its users' profiles. The company has announced that
it plans to launch its next Sleuth service, Sports Sleuth-TM-, later this
quarter. "The transaction with Bell & Howell provides Infonautics with the
financial resources necessary to execute our Internet strategy," said Morris.
"Ultimately we believe there will be considerable value in aggregating
multiple Sleuth sites into a personal Sleuth portal."
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Morris said Infonautics will benefit from the combination of its K-12 business
with that of Bell & Howell Information and Learning into the new company. "We're
immensely proud of what we achieved in the school market," said Morris. "In just
two and a half years we grew that business from a standing start to a licensed
base of more than 15,000 schools and libraries. Now, by combining that business
with Bell & Howell's, we will produce a powerful market leader that can be truly
innovative in meeting the needs of an under-served school community," said
Morris. "While we've converted some of that value into cash, Infonautics
shareholders also will share in the new entity's future success."
The company noted that completion of the transaction is subject to certain
conditions including shareholder and regulatory approval.
The company will have a conference call Friday Morning, July 9th, 1999, at 8:30
a.m. ET. The call will be available on the Internet through V-call at
http://www.vcall.com. To listen to the call, please go to the v-call web site at
least fifteen minutes early to register, download, and install any necessary
audio software. For those who cannot listen to the live broadcast, a replay will
be available shortly after the call.
ABOUT BELL & HOWELL
Bell & Howell Company (NYSE: BHW), headquartered in Skokie, Ill., is a leading
information solutions and services provider to industries worldwide. In each of
its businesses, the company transforms information through software and
services, helping its customers operate more effectively and efficiently.
Additional information on Bell & Howell Company can be found at
http://www.bellhowell.com.
Bell & Howell Information and Learning collects, organizes and distributes
information worldwide to researchers, faculty, and students in libraries and
schools. Users access periodicals, newspapers, dissertations, out-of-print
books, and other scholarly information from more than 8,000 publishers
worldwide through ProQuest-Registered Trademark-, Bell & Howell's Web-based
online information system, and with UMI-Registered Trademark- microform and
print reference products. For more information about Bell & Howell
Information and Learning, call 800-521-0600 (U.S. and Canada) or 734-761-
4700, or visit http://bellhowell.infolearning.com.
ABOUT INFONAUTICS
Infonautics, Inc. (NASDAQ: INFO) is a pioneering provider of Internet
information services to schools, libraries, consumers and businesses. The
Infonautics Network of web properties includes Company Sleuth, Electric Library,
Job Sleuth, Encyclopedia.com and Researchpaper.com. Company Sleuth
(http://companysleuth.com), is the Internet's leading source of free, legal,
inside information about publicly traded companies and has recently been
selected by PC Magazine as one of the "Top 100 Web Sites" on the Internet.
Electric Library was
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the first reference service of its type on the Internet, and today is one of the
fastest growing electronic reference products for schools and libraries, serving
more than 15,000 institutions in all 50 states. Electric Library is also one of
the largest paid subscription sites on the Web with more than 75,000 paying
subscribers. The Company also provides e-commerce online archive services to
major publishers and other content creators. Infonautics was founded in November
1992, and is headquartered in Wayne, PA.
INFONAUTICS and ELECTRIC LIBRARY are registered trademarks of
Infonautics, Inc. or its subsidiaries. COMPANY SLEUTH, JOB SLEUTH, SPORTS
SLEUTH, ENCYCLOPEDIA.COM and RESEARCHPAPER.COM are trademarks of Infonautics,
Inc. or its subsidiaries. All other trademarks and service marks are the
properties of their respective owners.
THIS NEWS RELEASE CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THESE
FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING THE COMPLETION AND
APPROVAL OF THE DEFINITIVE AGREEMENT AND THE TRANSACTIONS RELATED TO IT,
THE SUFFICIENCY OF CAPITAL RAISED AND USED, THE DEVELOPMENT AND SUCCESS
OF THE COMPANY'S SLEUTH BUSINESSES AND ELECTRIC LIBRARY BUSINESSES, FUTURE
BUSINESSES AND SERVICES, THE COMPANY'S EQUITY INTERESTS IN THE NEW COMPANY
AND THE VALUE OF THE NEW COMPANY. SUCH STATEMENTS ARE BASED ON MANAGEMENT'S
CURRENT EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF UNCERTAINTIES AND RISKS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED
IN THE FORWARD-LOOKING STATEMENTS. MORE INFORMATION ABOUT POTENTIAL FACTORS
WHICH COULD AFFECT THE COMPANY'S FINANCIAL RESULTS IS INCLUDED IN THE RISK
FACTORS SECTIONS OF THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE
BASED ON INFORMATION AVAILABLE TO THE COMPANY AS OF THE DATE OF THIS
DOCUMENT, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH
FORWARD-LOOKING STATEMENTS.
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SIGNATURE
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.
INFONAUTICS, INC.
By:/s/Gerard J. Lewis, Jr.
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Gerard J. Lewis, Jr.
Vice President and General Counsel
Dated: July 9, 1999
