Techtarget Inc - Current report filing (8-K)
November 07 2007 - 4:03PM
Edgar (US Regulatory)
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: November 1, 2007
(Date
of
earliest event reported)
TECHTARGET,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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1-33472
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04-3483216
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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117
Kendrick Street, Needham, MA 02494
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (781) 657-1000
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 (
see
General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement
On
November 1, 2007, TechTarget, Inc.,
a Delaware corporation (the “TechTarget”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) by and among TechTarget, Catapult Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of TechTarget
(“Merger Sub”) and KnowledgeStorm, Inc., a Delaware corporation
(“KnowledgeStorm”). The description of the Merger Agreement in Item
2.01 below is incorporated herein by reference.
Item
2.01 Completion
of Acquisition or Disposition of Assets
The
acquisition contemplated by the Merger Agreement completed on November 6, 2007,
at which time Merger Sub merged with and into KnowledgeStorm, with
KnowledgeStorm continuing as the surviving corporation (the “Merger”).
KnowledgeStorm is a leading online search resource providing vendor-generated
content addressing corporate IT professionals. KnowledgeStorm offers IT
marketers products with a lead generation and branding focus to reach these
corporate IT professionals throughout the purchasing decision process.
Pursuant to the Merger, TechTarget acquired all of the outstanding equity of
KnowledgeStorm, including options and warrants to purchase equity of
KnowledgeStorm, in exchange for approximately $51,850,000 in cash and 359,820
shares of TechTarget’s common stock. All of the shares of TechTarget common
stock issued in the Merger were placed in escrow at the closing and will be
released periodically over a period of eighteen months, to secure the
indemnification obligations of certain stockholders of KnowledgeStorm. The
TechTarget shares of common stock were issued without registration under the
Securities Act of 1933, as amended (the “Securities Act”), pursuant to the
exemptions set forth in Section 4(2) of the Securities Act and
Rule 506 of Regulation D.
The
foregoing description of the Merger Agreement and the terms of the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement, which is filed
with this report as Exhibit 99.1 and incorporated herein by reference. A copy
of
the press release announcing, among other things, the completion of the Merger
is attached with this Current Report on Form 8-K as Exhibit 99.2.
Item
2.02 Results
of Operations and Financial Condition
On
November 7, 2007 the Company announced its financial results for the quarter
ended September 30, 2007. The full text of the press release issued, among
other
things, in connection with the announcement is furnished as Exhibit 99.2 to
this
Current Report on Form 8-K.
The
information contained in Item 2.02 of this Form 8-K (including Exhibit 99.1)
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
in
any filing under the Securities Act of 1933 or the Exchange Act, regardless
of
any general incorporation by reference language in such filing, except as
expressly set forth by specific reference in such a filing.
Item
9.01 Financial
Statements and Exhibits
(a) Financial
Statements of Business Acquired.
The
financial statements required by this item are not included with this initial
report. The required financial statements will be filed by amendment as soon
as
practicable, but not later than 71 days after November 12, 2007.
(b) Pro
Forma Financial Information.
The
pro-forma financial statements required by this item are not included with
this
initial report. The required pro-forma financial statements will be filed by
amendment as soon as practicable, but not later than 71 days after November
12,
2007.
(d) Exhibits
See
Exhibit Index attached hereto.
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.
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TECHTARGET,
INC.
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Date:
November 7, 2007
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By:
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/s/ Eric
Sockol
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Eric
Sockol
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Treasurer
and Chief Financial Officer
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EXHIBIT
INDEX
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(1)
The exhibits
and
schedules to the Agreement and Plan of Merger have been omitted from
this
filing pursuant to Item 601(b)(2) of Regulation S-K. The Company
will
furnish copies of any of the exhibits and schedules to the U.S. Securities
and Exchange Commission upon
request.
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