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Open Market Inc – ‘8-K’ for 3/23/01

On:  Monday, 4/9/01, at 5:19pm ET   ·   For:  3/23/01   ·   Accession #:  912057-1-507658   ·   File #:  0-28439

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/09/01  Open Market Inc                   8-K:2,7     3/23/01    3:61K                                    Merrill Corp/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     12K 
 2: EX-99.1     Miscellaneous Exhibit                                 15     69K 
 3: EX-99.2     Miscellaneous Exhibit                                  2     12K 

8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
11st Page   -   Filing Submission
2Item 2. Acquisition or Disposition of Assets
"Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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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): March 23, 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On March 23, 2001 (the "Closing Date"), Open Market, Inc. and its wholly owned subisidary, Folio Corporation (together, the "Company"), entered into an Asset Purchase Agreement with NextPage, Inc. ("NextPage"), pursuant to which the Company sold certain technology, which the Company refers to as the Folio technology, and related assets (collectively, the "Folio software products") to NextPage for a total purchase price of $6.6 million in cash (which includes a $1.1 million license fee payment from NextPage to the Company for the first quarter of 2001). The Company's Board of Directors determined the purchase price to represent fair and reasonable consideration for these assets. The Company expects to record a one-time gain of $4.0 million in the first quarter of 2001 in connection with the sale, which represents the $6.6 million consideration, less $2.6 million of intangible assets which existed at the date of the sale. Following the Closing Date, the Company will not recognize any further revenue related to the Folio software products from NextPage. From and after the Closing Date, NextPage has agreed to assume all liability for performing the Company's contracts relating to the Folio software products which were assigned to NextPage as part of the sale of the Folio software products and which had not been previously assigned to NextPage in connection with the Company's prior licensing arrangement with NextPage. NextPage has also agreed to assume all obligations and liabilities associated with the Folio software products and related contracts assigned to NextPage which arise from NextPage's conduct or omissions subsequent to the Closing Date. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statement of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable.
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(c) EXHIBITS EXHIBIT NO. DESCRIPTION 99.1 Asset Purchase Agreement, dated as of March 23, 2001, by and among Open Market, Inc., Folio Corporation and NextPage Operating Company, L.C. 99.2 Press Release of the Company, dated March 26, 2001.
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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: April 9, 2001 OPEN MARKET, INC. By: /s/ Harland LaVigne ---------------------------- Harland LaVigne Chairman, President and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
Filed on:4/9/014
3/26/013SC 13G
For Period End:3/23/0113
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Filing Submission 0000912057-01-507658   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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