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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): April 10, 2000
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Open Market, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-28436 04-3214536
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(Commission File Number) (IRS Employer Identification No.)
One Wayside Road, Burlington, Massachusetts 01803
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(Address of Principal Executive Offices) (Zip Code)
(781) 359-3000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On April 10, 2000, Open Market, Inc. (the "Company") announced that it expects
to realize a gain estimated at $14 to 16 million related to its ownership of
SightPath, Inc. Preferred Stock. This potential gain is a result of Cisco
Systems, Inc., pending acquisition of SightPath, Inc. The actual value that the
Company receives will depend upon the trading price of Cisco's common stock at
the time that the acquisition is consummated.
Approximately 10% of the shares are expected to be held in escrow for a period
of one year. Open Market will record an initial gain when the transaction
closes and the shares have been sold. Another gain will be recorded when the
remaining shares are released from escrow.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
The Company's press release dated April 10, 2000, is filed herewith as Exhibit
99.2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: April 25, 2000 OPEN MARKET, INC.
By: /s/ Betty J. Savage
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Betty J. Savage
Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Exhibit No. Exhibit
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99.2 Press Release dated April 10, 2000.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
MEDIA CONTACT: INVESTOR CONTACT:
Katie O'Loughlin Annmarie Russell
Open Market, Inc. Open Market, Inc.
[email protected] [email protected]
781-359-7366 781-359-7589
OPEN MARKET EXPECTS GAIN FROM OWNERSHIP
OF SIGHTPATH, INC. PREFERRED SHARES
BURLINGTON, Mass., April 10, 2000 -- Open Market, Inc. (NASDAQ: OMKT), a leading
provider of integrated enterprise e-business solutions, today announced that it
expects to realize a gain estimated at $14 to 16 million related to its
ownership of SightPath, Inc. Preferred Stock.
In June 1998, Open Market and SightPath (formerly known as Clearview
Technologies, Inc.) entered into an agreement whereby Open Market assigned to
SightPath rights to a pending patent application by David Gifford, a founder of
Open Market and SightPath, in exchange for 291,667 shares of Series A
Convertible Preferred Stock of SightPath.
On March 29, 2000, Cisco Systems, Inc. (NASDAQ: CSCO) announced a definitive
agreement to acquire all outstanding shares and options of SightPath in exchange
for Cisco common stock with an aggregate value of approximately $800 million.
The acquisition is expected to close in the fourth quarter of Cisco's current
fiscal year, which ends July 29, 2000. Completion of the transaction is subject
to certain conditions, including SightPath's shareholder approval.
The actual value that Open Market receives will depend upon the trading price of
Cisco's common stock at the time that the acquisition is consummated. Based on
recent closing prices of Cisco common stock, the value of Open Market's shares
would be approximately $14 to 16 million. Approximately 10% of the shares are
expected to be held in escrow for a period of one year. Open Market will record
an initial gain when the transaction closes and the shares have been sold.
Another gain will be recorded when the remaining shares are released from
escrow.
"We are very pleased with the outcome of this transaction. Realizing this
significant value from our early relationship with SightPath is especially
satisfying," said Paul Esdale, Vice President of Corporate Development. "Many
of the core technologies that are driving the internet economy originated at
Open Market and add significant value to our e-Business suite and to the
industry as a whole."
ABOUT OPEN MARKET
Founded in 1994, Open Market, Inc. is a worldwide leading provider of integrated
enterprise e-business solutions. Open Market offers an integrated set of open,
scaleable applications that enables enterprises to move their businesses to the
Web. Open Market's products enable
(MORE)
OPEN MARKET EXPECTS GAIN FROM OWNERSHIP
OF SIGHTPATH, INC. PREFERRED SHARES 2-2-2-2
companies to build dynamic, personalized, revenue-generating websites that are
cost effective, easy to manage and quickly adapt to changing business
requirements. Among Open Market's
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distinguished roster of global customers are many of the most popular domains on
the Web, including Lycos.com and AOL.com; major industrials such as Acer, Ingram
Micro, Milacron and Siemens; and 10 of the world's top 13 national telephone
companies. Open Market's content management software is used by companies
including Lucent Technologies, Financial Times of London, Hitachi, and Chase
Manhattan Bank. The company, headquartered in Burlington, Massachusetts, has a
presence in 31 countries. Open Market's international head office is in the UK
with additional offices in Australia, Canada, France, Germany, Italy, Japan and
The Netherlands. Open Market can be reached by calling 888-OPEN-MKT (toll-free)
or 781-359-3000 in the U.S. or +44 (0)1753 838 000 in the U.K. or by visiting
http://www.openmarket.com.
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This news release contains forward-looking statements that involve a number of
risks and uncertainties. Among the important factors that could cause actual
results to differ materially from those indicated by such forward-looking
statements are the estimated conversion rate of SightPath shares into Cisco
shares, the volatility in price of Cisco common stock, Open Market's limited
operating history, development of the Internet market, competitive pressures,
and the risk factors detailed from time to time in Open Market's periodic
reports and registration statements filed with the Securities and Exchange
Commission.
Open Market is a registered trademark of Open Market, Inc. in the United States
and other countries. All other names are used for identification purposes only
and may be trademarks of their respective owners.
