Document/Exhibit Description Pages Size
1: 8-K Form 8-K for Verticalnet, Inc 4 17K
2: EX-3.1 Amend. to Amended and Restated Articles of Incorp. 1 4K
3: EX-4.1 Statement With Respect to Shares of Series A 23 106K
Preferred Stock
4: EX-99.1 Press Release Dated April 10, 2000 2 14K
5: EX-99.2 Press Release Dated April 4, 2000 1 8K
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): April 4, 2000
Commission File Number: 000-25269
VerticalNet, Inc.
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(Exact name of registrant as specified in its charter.)
Pennsylvania 23-2815834
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
700 Dresher Road
Horsham, PA 19044
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(Address of principal executive offices,
including zip code)
Registrant's telephone number, including area code: (215) 328-6100
Not Applicable
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(Former name or former
address, if changed since last report.)
ITEM 5. OTHER EVENTS
(a) As previously disclosed both in VerticalNet, Inc.'s Current Report on Form
8-K, dated February 11, 2000 and filed with the Securities and Exchange
Commission on February 22, 2000, and VerticalNet's Annual Report on Form 10-K
for the year ended December 31, 1999 filed with the Securities and Exchange
Commission on March 30, 2000 (the "1999 Form 10-K"), VerticalNet entered into a
binding letter agreement with Microsoft Corporation on January 17, 2000 with
respect to a strategic relationship. Under the terms of the letter agreement,
VerticalNet agreed with Microsoft to a three-year commercial relationship and an
equity investment by Microsoft in VerticalNet.
As previously disclosed in the 1999 Form 10-K, VerticalNet entered into a
definitive agreement with Microsoft on March 29, 2000 with respect to the
commercial relationship.
On April 10, 2000, VerticalNet announced that, on April 7, 2000, Microsoft and
VerticalNet completed Microsoft's equity investment in VerticalNet (the
"Investment"). Microsoft purchased 100,000 shares of VerticalNet's Series A
6.00% convertible redeemable preferred stock, which are initially convertible
into 1,151,080 shares of VerticalNet's common stock, in exchange for $100
million in cash. Under the terms of the Investment, Microsoft received
registration rights and the right to nominate one member of VerticalNet's board
of directors. In addition, Microsoft received warrants entitling Microsoft to
purchase 1,500,000 shares of VerticalNet's common stock at an exercise price of
$69.50 per share.
VerticalNet issued a press release announcing the execution of the definitive
agreement concerning the commercial relationship and the completion of the
Investment. This release is filed herewith as Exhibit 99.1 and is incorporated
herein by reference. The statement setting forth the designations, rights and
preferences of VerticalNet's Series A 6.00% convertible redeemable preferred
stock was filed with the Pennsylvania Department of State on March 31, 2000.
This statement is filed herewith as Exhibit 4.1 and is incorporated herein by
reference.
(b) On April 4, 2000, VerticalNet announced that it had completed a two-for-one
stock split for its shareholders of record on March 17, 2000. VerticalNet issued
a press release announcing the completion of the stock split, which is filed
herewith as Exhibit 99.2. An amendment to VerticalNet's amended and restated
articles of incorporation in which VerticalNet increased the number of
authorized shares of its common stock by 36,787,533 shares (i.e., the number of
outstanding shares as of March 17, 2000) to a total of 126,787,533 is filed
herewith as Exhibit 3.1. Each of these exhibits is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits EXHIBIT INDEX
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Exhibit No. Description
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3.1 Amendment to Amended and Restated Articles of
Incorporation.
4.1 Statement with Respect to Shares of Series A
6.00% Convertible Redeemable Preferred Stock
due 2010 of VerticalNet, Inc.
99.1 Press Release dated April 10, 2000
99.2 Press Release dated April 4, 2000
SIGNATURE
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 hereunto duly authorized.
VERTICALNET, INC.
Date: April 11, 2000 By: /s/ James W. McKenzie, Jr.
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James W. McKenzie, Jr.
Senior Vice President & General Counsel
EXHIBIT INDEX
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Exhibit No. Description
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3.1 Amendment to Amended and Restated Articles of
Incorporation.
4.1 Statement with Respect to Shares of Series A
6.00% Convertible Redeemable Preferred Stock
due 2010 of VerticalNet, Inc.
99.1 Press Release dated April 10, 2000
99.2 Press Release dated April 4, 2000
Dates Referenced Herein and Documents Incorporated by Reference
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