SECURITIES AND EXCHANGE COMMISSION - SEC EDGAR Filings ...

[Pages:17]SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

Current report filing

Filing Date: 2012-08-15 | Period of Report: 2012-08-14

SEC Accession No. 0001193125-12-357213 (HTML Version on )

FILER

EDGAR ONLINE INC

CIK:1080224| IRS No.: 061447017 | State of Incorp.:DE | Fiscal Year End: 1231 Type: 8-K | Act: 34 | File No.: 001-32194 | Film No.: 121036579 SIC: 7389 Business services, nec

Mailing Address 11200 ROCKVILLE PIKE ROCKVILLE MD 20852

Business Address 11200 ROCKVILLE PIKE ROCKVILLE MD 20852 301-287-0300

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UNITED STATES 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): August 14, 2012

EDGAR ONLINE, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-32194

(Commission File Number)

06-1447017

(I.R.S. Employer Identification No.)

11200 Rockville Pike, Suite 310 Rockville, Maryland

(Address of principal executive offices)

Registrants telephone number, including area code: 310-287-0300

Not Applicable

Former name or former address, if changed since last report

20852

(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Introductory Note

On August 14, 2012, EDGAR Online, Inc. (EDGAR Online) , a Delaware corporation, completed its merger (the Merger) with Leo Acquisition Sub, Inc. (Merger Sub), a wholly-owned subsidiary of R.R. Donnelley & Sons Company (RR Donnelley), pursuant to the terms of the Agreement and Plan of Merger, dated as of May 21, 2012 (the Merger Agreement), among EDGAR Online, RR Donnelley and Merger Sub. As a result of the Merger, EDGAR Online is now wholly-owned by RR Donnelley.

Item 1.02 Termination of a Material Definitive Agreement On August 14, 2012, in connection with the Merger, EDGAR Online repaid in full all outstanding loans, together with interest and all other amounts, if any, due in connection with such repayment under the Amended and Restated Loan and Security Agreement, dated as of February 28, 2012, as amended, by and among EDGAR Online and UBmatrix, Inc., a Washington corporation, as co-borrowers and Silicon Valley Bank, a California corporation (SVB), as lender (the Loan Agreement) and terminated the Loan Agreement. The term loan made by SVB to EDGAR Online under the Loan Agreement bore interest at 1.75% above the Wall Street Journal prime rate. The Loan Agreement also provided for a revolving line of credit, subject to the maintenance of certain financial ratios and covenants by EDGAR Online, as well as the availability of eligible accounts receivable against which SVB may advance funds. The revolving line of credit bore interest at 1.25% above the Wall Street Journal prime rate. The Loan Agreement contained customary covenants and events of default. The foregoing description of the Loan Agreement is qualified in its entirety by reference to the Loan Agreement, which is incorporated by reference to Exhibit 99.1 to EDGAR Onlines Current Report on Form 8-K filed on March 2, 2012.

Item 2.01 Completion of Acquisition or Disposition of Assets On August 14, 2012, EDGAR Online and RR Donnelley consummated the transactions contemplated by the Merger Agreement. Pursuant to the Certificate of Merger filed with the Secretary of State of the State of Delaware, the Merger was effective on August 14, 2012 (the Effective Time).

At the Effective Time, each share of common stock of EDGAR Online, par value $0.01 per share (Common Stock) other than shares held in the treasury of EDGAR Online or owned by RR Donnelley, EDGAR Online or any of their respective subsidiaries (Excluded Shares) and shares held by stockholders, if any, who validly perfected their appraisal rights under Delaware law (Dissenting Shares), converted into the right to receive $1.092 per share in cash, without interest and less any applicable withholding taxes. The Merger Agreement further provided:

Each share of Series B Preferred Stock (Series B Stock) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares) converted into the right to receive cash in an amount, without interest, equal to $171.875;

Each share of Series C Preferred Stock (Series C Stock) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares) converted into the right to receive cash in an amount, without interest, equal to $158.790; and

Each outstanding option to purchase any capital stock of EDGAR Online, whether vested or unvested, either cancelled without the right to receive consideration or converted into the right to receive consideration in an amount equal to (i) the number of shares of Common Stock underlying the option multiplied by (ii) the difference between (A) $1.092, and (B) the exercise price per share of such option.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to EDGAR Onlines Current Report on Form 8-K filed on May 23, 2012 and is incorporated herein by reference.

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing As contemplated by the Merger Agreement, on August 14, 2012, EDGAR Online notified the NASDAQ Stock Market (NASDAQ) of EDGAR Onlines intent to remove its Common Stock from listing on NASDAQ and requested that the NASDAQ file with the Securities and Exchange Commission an application on Form 25 to report that the shares of Common Stock are no longer listed on NASDAQ. EDGAR Online intends to file a Form 15 to suspend its reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as soon as practicable.

Item 3.03 Material Modification to Rights of Security Holders The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The total merger consideration paid by RR Donnelley for the outstanding shares of Common Stock, Series B Stock, Series C Stock and vested equity awards was approximately $73.0 million. The source of funds for the cash consideration was readily available funds. Upon the Effective Time, the Merger constituted a change of control of EDGAR Online, resulting in EDGAR Online becoming a wholly-owned subsidiary of RR Donnelley. There are no known arrangements which may at a subsequent date result in a change of control of EDGAR Online.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers Pursuant to the terms of the Merger Agreement, each member of the board of directors of EDGAR Online resigned immediately prior to the Effective Time, and Robert J. Farrell and David J. Price resigned from each of their respective positions as officers of EDGAR Online.

Following completion of the Merger, David A. Gardella, 42, and Janet M. Halpin, 45, were elected to the board of directors and Mr. Gardella was elected to the position of President of EDGAR Online and will be EDGAR Onlines principal executive officer.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year At the Effective Time and pursuant to the Merger Agreement, the certificate of incorporation and bylaws of EDGAR Online were amended and restated to be in the form attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders On August 14, 2012, EDGAR Online held a special meeting of stockholders to consider and vote on a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement required the affirmative vote of holders of at least a majority of the aggregate voting power of EDGAR Online Common Stock, Series B Stock (voting on an as-converted to Common Stock basis, subject to certain limitations on conversion contained in the terms of the Series B Stock), and Series C Stock (voting on an as-converted to Common Stock basis), voting together as a single class.

The votes in favor of the adoption of the Merger Agreement represented 65.3% of the combined shares of Common Stock, Series B Stock (voting on an as-converted to Common Stock basis and subject to applicable limitations) and Series C Stock (voting on an asconverted to Common Stock basis, all outstanding as of July 11, 2012 (the Record Date). The stockholders of EDGAR Online also voted to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. This proposal to adjourn the special meeting to a later date was not implemented because the proposal to adopt the Merger Agreement was approved by the stockholders of EDGAR Online. The stockholders of EDGAR Online also voted to approve the non-binding proposal regarding certain merger-related executive compensation payment to our named executive officers.

Set forth below, with respect to each such proposal, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.

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Proposal 1: Adopt the Merger Agreement

Votes For 34,379,020

Votes Against 2,167,782

Abstentions 15,096

Broker Non-Votes -0-

Proposal 2: Adjourn the Special Meeting to Solicit Additional Proxies

Votes For 34,339,257

Votes Against 2,162,563

Abstentions 60,079

Broker Non-Votes -0-

Proposal 3: Approve Non-Binding Proposal regarding Certain Merger-Related Executive Compensation Payment

Votes For 33,399,129

Votes Against 2,713,574

Abstentions 449,195

Broker Non-Votes -0-

Item 9.01 Financial Statements and Exhibits. 3.1 Amended and Restated Certificate of Incorporation of EDGAR Online, Inc., adopted August 14, 2012. 3.2 Amended and Restated Bylaws of EDGAR Online, Inc., adopted August 14, 2012.

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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.

EDGAR ONLINE, INC.

August 14, 2012

By: /s/ Robert J. Farrell Robert J. Farrell President and Chief Executive Officer

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Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF EDGAR Online, Inc. FIRST. The name of the corporation is EDGAR Online, Inc. (the Corporation). SECOND. The address of the registered office in the State of Delaware is: The Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at that address is: The Corporation Trust Company. THIRD. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware. FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is SEVENTY-SIX MILLION (76,000,000) shares of common stock and the par value of each of such shares is $0.01. FIFTH. The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders: (1) The business and affairs of the Corporation shall be managed by or under the direction of the board of directors (the Board). (2) The Board, without the prior consent of the stockholders, shall have concurrent power with the stockholders to adopt, alter, amend, change, add to or repeal the bylaws of the Corporation (the Bylaws). (3) The number of directors of the Corporation shall be fixed from time to time in the manner provided in the Bylaws. Election of directors need not be by written ballot unless the Bylaws so provide. (4) To the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended from time to time (the DGCL), no director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the directors duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. The Corporation shall indemnify all directors, officers and employees of the Corporation, and shall advance expenses reasonably incurred by such directors, officers and employees, in defending any civil, criminal, administrative or investigative action, suit or proceeding, in accordance with and to the fullest extent permitted by the DGCL. Any repeal or modification of this Article FIFTH, subsection (4) shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

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(5) In addition to the powers and authority hereinbefore or by statute expressly conferred upon it, the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this certificate of incorporation (the Certificate), and the Bylaws; provided, however, that no Bylaws or amendments thereto hereafter adopted shall invalidate any prior act of the Board which would have been valid if such Bylaws or amendments thereto had not been adopted.

SIXTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.

SEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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