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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 18, 2003
MULTEX.COM, INC.
(Exact Name of Registrant
as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
0-24559 22-3253344
(Commission File Number) (IRS Employer Identification No.)
100 William Street
New York, NY 10038
(Address of Principal Executive Offices) (Zip Code)
212-607-2400
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On February 18, 2003, Multex.com, Inc., (the "Registrant") announced that
it entered into a definitive agreement to be acquired by Reuters Group PLC, a
public limited company organized under the laws of England and Wales
("Reuters"). The parties thereafter agreed to amend and restate this merger
agreement as of February 24, 2003. Pursuant to the amended acquisition
agreement, an indirect wholly owned subsidiary of Reuters is required to
commence a tender offer to purchase all outstanding shares of Registrant's
common stock at a price per share of $7.35 in cash. The offer requires that at
least a majority of Registrant's fully diluted shares be tendered and not
withdrawn.
The tender offer is subject to customary conditions, including expiration
of the applicable Hart-Scott-Rodino waiting period and other regulatory
approvals, the accuracy of representations and warranties, the absence of any
material adverse effect with respect to Registrant's business (in each case,
subject to certain exceptions) and the absence of certain governmental
litigation. Registrant has agreed to pay Reuters a fee of $5.5 million if
Registrant's board of directors determines, in the exercise of its fiduciary
duties and subject to the terms and conditions of the amended acquisition
agreement, to accept a superior proposal from a third party before the
consummation of the tender offer.
Following completion of the tender offer, Reuters will have the right to
designate a majority of Registrant's board and the merger subsidiary will be
merged with and into Registrant under Delaware law, with Registrant continuing
as the surviving corporation. At the effective time of the merger, except for
stockholders who properly exercise their dissenting rights, all holders of
outstanding shares will be entitled to receive the same cash price per share as
in the tender offer.
Reuters currently owns 6.0% (1.94 million) of Registrant's 32.5 million
outstanding shares. Certain members of senior management of Registrant who
control another 3.7% (excluding options) have committed to support the deal by
tendering their shares, unless the merger agreement is terminated in accordance
with its terms. Isaak Karaev, Chairman and Chief Executive Officer of
Registrant, entered into a two year employment agreement and will become
President of Reuters's Investment Banking and Brokerage segment effective upon
the closing of the tender offer.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 2.1 Amended and Restated Agreement and Plan of Merger
dated as of February 24, 2003 among Reuters Group
PLC, Proton Acquisition Corporation and Multex.com,
Inc.
Exhibit 99.1 Stockholder Tender and Voting Agreement dated as of
February 17, 2003 among Reuters Group PLC, Proton
Acquisition Corporation and the individuals listed on
the signature pages thereof.
Exhibit 99.2 Confidentiality Agreement between Multex.com, Inc.
and Reuters Group PLC dated as of December 16, 2002.
Exhibit 99.3 Standstill Letter Agreement between Multex.com, Inc.
and Reuters Group PLC dated January 29, 2003.
SIGNATURES
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.
MULTEX.COM, INC.
Date: February 25, 2003 By: /s/ Isaak Karaev
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Name: Isaak Karaev
Title: Chairman and Chief
Executive Officer
EXHIBIT INDEX
Exhibit Number Description of Document
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2.1 Amended and Restated Agreement and Plan of Merger dated as
of February 24, 2003 among Reuters Group PLC, Proton
Acquisition Corporation and Multex.com, Inc.
99.1 Stockholder Tender and Voting Agreement dated as of
February 17, 2003 among Reuters Group PLC, Proton
Acquisition Corporation and the individuals listed on
the signature pages thereof.
99.2 Confidentiality Agreement between Multex.com, Inc.
and Reuters Group PLC dated as of December 16, 2002.
99.3 Standstill Letter Agreement between Multex.com, Inc. and
Reuters Group PLC dated January 29, 2003.