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Open Market Inc – ‘8-K’ for 5/25/01

On:  Monday, 6/4/01, at 4:25pm ET   ·   For:  5/25/01   ·   Accession #:  912057-1-518540   ·   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     17K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders     3     13K 
 3: EX-99.1     Miscellaneous Exhibit                                 27    115K 
 4: EX-99.2     Miscellaneous Exhibit                                 12     51K 
 5: EX-99.3     Miscellaneous Exhibit                                 14     48K 
 6: EX-99.4     Miscellaneous Exhibit                                  6     24K 
 7: EX-99.5     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):        MAY 25, 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 LINE                                                   

    On May 25, 2001, Open Market, Inc. (the "Company") entered into an
agreement with an institutional investor to provide the Company with up to      
$40,000,000 in private equity funding (the "Equity Line"). Under the Equity     
Line, the Company will have the right, but not the obligation, to raise up to   
$40,000,000 through the issuance and sale of its common stock to the investor   
pursuant to a series of draw downs over a period of 24 months. The draw downs   
are subject to the satisfaction of a number of conditions, including the        
filing and effectiveness of a registration statement with the Securities and    
Exchange Commission covering the resale of the shares purchased under the       
Equity Line. Pricing for the shares issuable under the Equity Line is based     
on the weighted average price of the Company's common stock over a certain      
period of time. The Company will use the funds received from sales of the       
common stock under the Equity Line for working capital and other general        
corporate purposes. In no event shall the Company request a draw down which     
would result in the issuance of an aggregate number of shares of common stock   
pursuant to the Equity Line which exceeds 19.9% of the number of shares of      
the Company's common stock outstanding on May 25, 2001 without obtaining        
stockholder approval of such excess issuance.                                   

In connection with the Equity Line, the Company issued to the 
institutional investor a warrant to purchase up to 350,000 shares of its        
common stock at an exercise price of $1.91 per share, subject to certain        
adjustments. The warrant is exercisable for a period of five years.             
Immediately prior to the entering into of the Equity Line transaction, the      
institutional investor did not own any of the Company's outstanding common      
stock.                                                                          

AMENDMENT TO RIGHTS AGREEMENT                                 

   In connection with the Equity Line, on May 17, 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 and March 20,
2001 (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. 3, dated  
as of May 25, 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. 3, dated as of May 25, 2001, to the Rights Agreement, dated  
     as of January 26, 1998, as amended on February 17, 1999 and March 20, 2001,
    between the Company and Fleet National Bank (formerly known as BankBoston,
N.A.), as Rights Agent.                                               

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99.1 Common Stock Purchase Agreement, dated as of May 25, 2001, by and between  
the Company and Theddingworth International Limited.                  

99.2 Registration Rights Agreement, dated as of May 25, 2001, by and between the
Company and Theddingworth International Limited.                      

99.3 Stock Purchase Warrant, dated as of May 25, 2001, issued by the Company to 
Theddingworth International Limited.                                  

99.4 Escrow Agreement, dated as of May 25, 2001, by and among the Company,      
Theddingworth International Limited and Epstein Becker & Green, P.C.  

99.5 Press Release of the Company, dated May 29, 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: June 4, 2001                          OPEN MARKET, INC.                   

                              By:  /s/ EDWARD DURKIN
                                               ---------------------------------
                                       Edward Durkin
                                                 Chief Financial 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:		6/4/01		4
		5/29/01		3
For Period End:		5/25/01		1		3
		5/17/01		2
		3/20/01		2					8-K
		2/17/99		2					8-K
		1/26/98		2					8-K
									List all Filings