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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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

8-K
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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
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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 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.                             

8-K
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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.   

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: 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:		4/9/01		4
		3/26/01		3					SC 13G
For Period End:		3/23/01		1		3
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