UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant   x                             Filed by a Party other than the Registrant   ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to §240.14a-12


EDGAR ONLINE, INC.

 

(Name of Registrant as Specified In Its Charter)


          

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which the transaction applies:

          

 

  (2) Aggregate number of securities to which the transaction applies:

          

 

  (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          

 

  (4) Proposed maximum aggregate value of the transaction:

          

 

  (5)   Total fee paid:

          

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

          

 

  (2) Form, Schedule or Registration Statement No.:

          

 

  (3) Filing Party:

          

 

  (4) Date Filed:

          

 


 

EXPLANATORY NOTE:

On October 21, 2010, EDGAR Online, Inc. (“EDGAR Online”) filed with the Securities and Exchange Commission (the “SEC”) an investor presentation highlighting a number of important facts pertaining to its previously announced Agreement and Plan of Merger, dated as of June 23, 2010 (the “Merger Agreement”), providing for the acquisition by EDGAR Online of UBmatrix, Inc. through a merger (the “Merger”) of UBmatrix, Inc. with and into UBM Acquisition Corp., a wholly owned subsidiary of EDGAR Online. EDGAR Online intends to use this investor presentation when discussing the Merger with certain of its stockholders in advance of the meeting of stockholders of EDGAR Online, scheduled for November 18, 2010, at which the stockholder will be asked to consider and vote upon certain stock issuances contemplated by the Merger Agreement and a related preferred stock purchase agreement. Copies of a press release announcing the filing of the investor presentation and the investor presentation are attached hereto.

 

Item 9.01. Financial Statements and Exhibits .

(d) Exhibits.

 

Exhibit Number

  

Exhibit Title

99.1

   Press Release, dated October 21, 2010, of EDGAR Online.

99.2

   Investor Presentation relating to the Agreement and Plan of Merger, dated as of June 23, 2010, as amended October 20, 2010, by and among EDGAR Online, Inc., UBM Acquisition Corp., UBMatrix, Inc. and the Stockholders’ Representative (as defined therein).
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