Open Market Inc – ‘8-K’ for 3/20/01

On:  Tuesday, 3/27/01, at 5:22pm ET   ·   For:  3/20/01   ·   Accession #:  912057-1-8531   ·   File #:  0-28439

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     19K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders     4     15K 
 3: EX-99.1     Miscellaneous Exhibit                                 45    185K 
 4: EX-99.2     Miscellaneous Exhibit                                 23     92K 
 5: EX-99.3     Miscellaneous Exhibit                                 15     60K 
 6: EX-99.4     Miscellaneous Exhibit                                 13     49K 
 7: EX-99.5     Miscellaneous Exhibit                                  2     13K 

8-K   —   Current Report
Document Table of Contents

8-K
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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):  MARCH 20, 2001               
                                      ----------------

 Open Market, Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

Delaware
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)

0-28436                                         04-3214536    
--------------------------------             -----------------------------------
  (Commission File Number)                   (IRS Employer Identification No.)

One Wayside Road, Burlington, Massachusetts                     01803           
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)        

(781) 359-3000
--------------------------------------------------------------------------------
Registrant's Telephone Number, Including Area Code

Not Applicable
--------------------------------------------------------------------------------
 (Former Name or Former Address, if Changed Since Last Report)

8-K
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ITEM 5. OTHER EVENTS                                                            

EQUITY INVESTMENT                                                     

On March 20, 2001 (the "Closing Date"), a fund managed by The Palladin
Group, L.P., Halifax Fund, L.P. ("Halifax") made an equity investment in Open   
Market, Inc. (the "Company") by purchasing $5.0 million of Series E 6%          
Cumulative Convertible Preferred Stock ("Series E Preferred Stock") and         
warrants to purchase Common Stock (collectively, the "Series E Preferred        
Stock Financing").                                                              

The Series E Preferred Stock (i) is convertible at the option of the  
holder into Common Stock of the Company at an initial conversion price of       
$1.5262 per share, subject to certain adjustments; (ii) bears dividends at an   
annual rate of 6.0% of the liquidation preference payable semi-annually,        
through the issuance of shares of the Company's Common Stock or, at the         
Company's option, in cash; (iii) permits the holders after two years to         
require the Company to redeem the Series E Preferred Stock for cash or          
convert such shares into the Company's Common Stock; (iv) in the event of a     
"Change of Control" as defined in the Certificate of Designations               
establishing the terms of the Series E Preferred Stock, the holder shall        
convert the Series E Preferred Stock into Common Stock or require the Company   
to redeem the Series E Preferred Stock for cash at a price equal to 115% of     
the liquidation preference and (v) has certain voting rights. The initial       
conversion price is subject to adjustment on the six-month anniversary of the   
initial issuance, provided that in no event shall the adjusted conversion       
price be less than $0.8176. In addition, the conversion price is subject to     
adjustment in the event that the Company issues securities below the            
conversion price (subject to certain exceptions).                               

In connection with the issuance of the Series E Preferred Stock, Open 
Market issued to Halifax warrants (the "Purchase Warrants") to purchase         
917,297 shares of its Common Stock at an exercise price of $1.9078 per share,   
subject to certain adjustments. The warrants are exercisable for a period of    
five years. Open Market is also required to issue additional warrants (the      
"Adjustment Warrants") to purchase shares of the Company's Common Stock at      
the request of Halifax. These warrants would represent Halifax's rights, if     
any, to acquire shares of the Company's Common Stock upon conversion of the     
Series E Preferred Stock or exercise of the Purchase Warrants in excess of      
9.9% of the Company's Common Stock.                                             

  Immediately prior to the Series E Preferred Stock Financing, Halifax did
not own any of the Company's outstanding Common Stock. After giving effect to   
the issuance of the Series E Preferred Stock and the exercise of the Purchase   
Warrants, Halifax beneficially owns 8.2% of the Company's Common Stock. In no   
event shall Halifax have the right to acquire upon conversion of the Series E   
Preferred Stock or exercise of the Purchase Warrants or the Adjustment          
Warrants in excess of 19.99% of the number of shares of the Company's Common    
Stock outstanding on the Closing Date.                                          

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The Company has also granted to Halifax (x) for a six-month period, a 
right of first refusal with respect to financings, and (y) rights to register   
under the Securities Act of 1933, shares of the Company's Common Stock issuable 
upon conversion of the Series E Preferred Stock and exercise of the Purchase    
Warrants and the Adjustment Warrants.                                           

AMENDMENT TO RIGHTS AGREEMENT                                         

 In connection with the Series E Preferred Stock Financing, on March 13,
2001, the Board of Directors of the Company approved an amendment (the          
"Amendment") to the Rights Agreement, dated January 26, 1998, as amended on     
February 17, 1999 (the "Rights Agreement"), between the Company and Fleet       
National Bank (formerly known as BankBoston N.A.), as Rights Agent (the "Rights 
Agent"). The description and terms of the Amendment are set forth in Amendment  
No. 2, dated as of March 20, 2001, to the Rights Agreement between the Company  
and the Rights Agent, attached hereto as Exhibit 4.1.                           

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS      

(c) EXHIBITS                                                          

EXHIBIT NO.  DESCRIPTION                                                        
4.1  Amendment No. 2, dated as of March 20, 2001, to the Rights Agreement, dated
as of January 26, 1998, as amended on February 17, 1999, between the  
  Company and Fleet National Bank (formerly known as BankBoston, N.A.), as
Rights Agent.                                                         

99.1 Purchase Agreement, dated as of March 20, 2001, by and among the Company   
and the Purchasers listed therein.                                    

99.2 Registration Rights Agreement, dated as of March 20, 2001, by and among the
Company and the Purchasers listed therein.                            

99.3 Common Stock Purchase Warrant, dated as of March 20, 2001, issued by the   
Company to each of the Purchasers named therein.                      

99.4 Adjustment Warrant, dated as of March 20, 2001, issued by the Company to   
each of the Purchasers named therein.                                 

99.5 Press Release of the Company, dated March 26, 2001.                        

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8-K
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 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: March 27, 2001              OPEN MARKET, INC.                             

           By: /s/ HARLAND LAVIGNE
                           ---------------------------------
           Harland LaVigne
                   Chairman, President and
                   Chief Executive Officer

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/27/01		4
		3/26/01		3					SC 13G
For Period End:		3/20/01		1		3
		3/13/01		3
		2/17/99		3					8-K
		1/26/98		3					8-K
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