SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 6-KREPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of December 1999
TOWNPAGESNET.COM PLC11 MARKET SQUARE, ALTON, HAMPSHIRE, GU34 1HD, UNITED KINGDOM
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or 40-F.
Form 20-F [X] Form 40-F __
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g-3-2(b) under the Securities Exchange Act of
Yes __ No [X]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with rule 12g3-2(b):
REPORT ON FORM 6-KTOWNPAGESNET.COM PLC
This Report on Form 6-K contains information substantially similar to what
TownPagesNet.com plc, a corporation organized and existing under the laws of
England and Wales ("TownPages"), would have filed on a Current Report on Form
8-K under Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), if TownPages was a United States corporation filing reports
under the Exchange Act.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective November 1, 1999, TownPages consummated the merger of its
newly-formed, wholly-owned subsidiary, Rasmussen Acquisition Corp., a Washington
corporation ("Acquisition Corp."), with and into Research Sales, Inc. (d/b/a
Rasmussen Research, Inc.), a Washington corporation (the "Company"), thereby
acquiring 100% of the share capital (the "Shares") of the Company. The Company
is an Internet-based polling and market research firm.
The Shares were acquired from the individual stockholders of the Company,
including its founder and majority stockholder, Scott Rasmussen (individually
the "Principal Stockholder," and together with the other stockholders, the
"Stockholders"). In consideration for the Shares, TownPages delivered to the
Stockholders an aggregate of 551,302 of TownPages ordinary shares, valued at
approximately $4.5 million at $8.1625 per share based on the average closing
price per share of TownPages American Depositary Shares ("ADSs") on the American
Stock Exchange for the 15 days ending on September 1, 1999.
As part of the transaction, TownPages has agreed to file a registration
statement on Form F-1 or other applicable form of registration statement at the
Principal Stockholder's request to register under the United States Securities
Act of 1933, as amended (the "Securities Act"), an aggregate of 91,884 of the
275,210 TownPages ordinary shares issued the Principal Stockholder at closing.
The Principal Stockholder and TownPages have agreed that, unless otherwise
agreed by TownPages, TownPages is not obligated to register or permit the sale
or transfer of no more than 30,628 of the Principal Stockholder's TownPages
shares in each of the three years following the closing of the acquisition. The
Principal Stockholder agreed not to sell or transfer the remaining TownPages
ordinary shares for a period of 12 months from the closing date.
In addition, pursuant to the terms of the Agreement and Plan of Merger
entered into among TownPages, Acquisition Corp. and the Company, TownPages has
made working capital loans to the Company in the aggregate amount of $595,000
and it will make an additional $150,000 in working capital loans by December 1,1999. The loans are evidenced by promissory notes bearing interest at the Bank
of America prime rate and are payable one year from the date of the notes. The
Company is solely responsible for the repayment of the loans.
The information set forth above is qualified in its entirety by reference
to: (i) the Agreement and Plan of Merger by and among TownPagesNet.com plc,
Rasmussen Acquisition Corp. and Research Sales, Inc. dated September 9, 1999, a
copy of which is attached hereto as Exhibit 4.1; and (ii) the Press Release of
TownPages, released October 25, 1999, a copy of which is attached hereto as
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
Financial statements of Research Sales, Inc. and pro forma financial
information are presently in the process of being prepared by TownPages and its
auditors and will be filed by TownPages on Form 6-K as soon as practicable.
Exhibit No. Description
4.1 Plan and Agreement of Merger by and among
TownPagesNet.com plc, Rasmussen Acquisition Corp. and
Research Sales, Inc. dated September 9, 1999.
99.1Press Release, dated October 25, 1999.
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 thereunto duly authorized.
Date: January 13, 2000 By:/s/Stephen Hall
Stephen Hall, Chief Operations Officer