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): September 12, 2002
Verticalnet, Inc.
(Exact name of Registrant as Specified in Charter)
Pennsylvania 000-25269 23-2815834
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
300 Chester Field Parkway, Malvern, PA 19355
(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: 610-240-0600
(Former name and former address, if changed since last report)
ITEM 5. OTHER EVENTS
On September 12, 2002, Verticalnet completed the repurchase of the
remaining 10% interest in Verticalnet Europe, B.V. that Verticalnet did not own
(the "BV Shares"), under the terms of an Exchange, Registration and Lock-Up
Agreement, dated September 12, 2002, between Verticalnet, Inc. and Ballinrobe
Limited (the "Exchange, Registration and Lock-Up Agreement") and a Termination
and Release Agreement, dated September 12, 2002, between Verticalnet, Ballinrobe
and BT Overseas Investment B.V. ("BT Overseas") (the "Termination and Release
Agreement"). Verticalnet issued to Ballinrobe $6.5 million in cash and 1,000,000
shares of common stock (the "Verticalnet Shares") in exchange for the BV Shares.
Under the Exchange, Registration and Lock-Up Agreement, from March 31,
2003 until September 12, 2004, Ballinrobe has the right to request Verticalnet
to register the Verticalnet Shares for resale. The Verticalnet Shares may not be
sold or otherwise transferred, except to an affiliate of Ballinrobe or British
Telecommunications plc ("BT"), until September 12, 2003, although this
restriction terminates upon a change of control, as defined in the agreement.
Under the Exchange, Registration and Lock-Up Agreement and the
Termination and Release Agreement, Verticalnet and Ballinrobe terminated the
Share Purchase, Put and Call Agreement, dated December 29, 2000, between
Verticalnet, Ballinrobe and BT Overseas (the "Share Agreement"), as well as
Ballinrobe's put right under the Share Agreement that would have required
Verticalnet to repurchase the BV Shares.
Separately, Verticalnet and BT agreed to terminate a Reseller Agreement
between the parties, including a $1.5 million prepaid license obligation that BT
otherwise could have had the right to recapture in future periods.
A copy of the Exchange, Registration and Lock-Up Agreement is attached
hereto as Exhibit 2.1, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) None
(b) Exhibits.
2.1 Exchange, Registration and Lock-Up Agreement, dated
as of September 12, 2002, between Verticalnet, Inc.
and Ballinrobe Limited
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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 thereunto duly authorized.
VERTICALNET, INC.
Date: September 19, 2002 By: /s/ James W. McKenzie Jr.
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Name: James W. McKenzie Jr.
Title: Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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2.1 Exchange, Registration and Lock-Up Agreement, dated as of
September 12, 2002, between Verticalnet, Inc. and Ballinrobe
Limited