NEW YORK, Nov. 17, 2010 /PRNewswire/ -- EDGAR® Online, Inc.
(Nasdaq: EDGR), a leading global provider of XBRL (eXtensible
Business Reporting Language) filing creation services, data and
analysis tools for equities, mutual funds and a variety of other
publicly traded assets, today reported updated information
regarding its definitive proxy statement.
In its definitive proxy statement dated October 20, 2010, the Company indicated that in
the proposed merger with UBmatrix, Inc., it would issue as partial
consideration to the shareholders of UBmatrix a total of 74,379
shares of the Company's Series C Convertible Preferred Stock,
initially convertible into a total of 5,129,573 shares of the
Company's common stock and expected, through January 28, 2015, to receive paid-in-kind
dividends that will result in those shares being convertible into
an additional 2,998,957 shares of the Company's common stock.
The Company also indicated that in a related transaction, it
would sell to certain stockholders of UBmatrix for $2,000,000 a total of 12,637 shares of the
Company's Series C Stock, initially convertible into 871,546 shares
of common stock and expected, through January 28, 2015, to receive paid-in-kind
dividends that will result in those shares being convertible into
an additional 509,542 shares of common stock.
As disclosed in the definitive proxy statement, the dividend
rate for the Series C Stock was expected to be approximately
11.44%. Based on the anticipated closing date of the merger
and Series C Stock purchase transaction, which has been delayed
from what the Company originally anticipated but which the Company
now expects to occur shortly after its November 18, 2010 annual meeting of stockholders
(assuming the requisite stockholder approvals are obtained), the
actual dividend rate will be approximately 11.66%.
Rate Change Will Not Result in Any Additional Shares of
Series C Stock Being Issued
This dividend rate will not result in any additional shares of
Series C Stock being issued in the transactions, nor in any changes
to the number of shares of common stock into which the Series C
Stock will be convertible initially or after receipt of
paid-in-kind dividends. All such amounts will remain identical to
those described in the Company's definitive proxy statement, as
discussed above. The revised dividend rate is being
implemented solely to cause the conversion amounts to match those
disclosed in the definitive proxy statement.
About EDGAR Online, Inc.
EDGAR Online, Inc. (Nasdaq: EDGR) is a leading provider of XBRL
filing services, data sets and analysis tools. Our data products
provide highly detailed fundamental financial information along
with the source documents and are created through the use of
proprietary high speed software that automates much of the data
extraction and calculation processes. Our XBRL Filing service
uses parts of this same proprietary data extraction and processing
software along with personnel skilled in accounting, rigorous
quality processes and additional proprietary tools to assist public
companies in the creation of XBRL filings for submission to the
U.S. Securities and Exchange Commission. Our XBRL analysis
tool is a proprietary software tool that assists users in analyzing
both our own proprietary XBRL data sets and industry standard XBRL
data files. We deliver our data and analysis products via
online subscriptions, as data licenses directly to end-users,
embedded in other web sites and through a variety of
redistributors. We deliver our filings services primarily
through partnerships with financial printers and other providers of
SEC compliance services. For more detailed information on all of
our businesses or to contact us please visit our Web site at
www.edgar-online.com.
"Forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995 may be included in this
news release. These statements relate to future events and/or our
future financial performance and include, without limitation,
statements regarding our future growth prospects, future demand for
our XBRL business, future innovations in our data and solutions and
subscriptions business the integration of UBmatrix into our
business and the approval by our shareholders of certain
transactions contemplated by the merger agreement. These statements
are only predictions and may differ materially from actual future
events or results. EDGAR Online, Inc. disclaims any intention or
obligation to revise any forward-looking statements whether as a
result of new information, future developments or otherwise. Please
refer to the documents filed by EDGAR Online, Inc. with the
Securities and Exchange Commission, which identify important risk
factors that could cause actual results to differ from those
contained in forward-looking statements, including, but not limited
to risks associated with (i) our ability to increase revenues, (ii)
our ability to obtain profitability, (iii) our ability to obtain
additional financing, (iv) changes in general economic and business
conditions (including in the online business and financial
information industry), (v) actions of our competitors, (vi) the
extent to which we are able to develop new services and markets for
our services, (vii) the time and expense involved in such
development activities, (viii) risks in connection with
acquisitions, (ix) the level of demand and market acceptance of our
services, (x) changes in our business strategies, (xi) the merger
with UBmatrix, Inc. and the integration of its business into ours
and (xii) a failure of our shareholders to approve certain
transactions contemplated by the merger agreement with UBmatrix or
a failure of either party to meet any of the other conditions to
closing the merger.
EDGAR® is a federally registered trademark of the U.S.
Securities and Exchange Commission. EDGAR Online is not affiliated
with or approved by the U.S. Securities and Exchange
Commission.
Where You Can Find More Information
In connection with the proposed issuances of EDGAR Online stock
in the above-described transactions, EDGAR Online filed a
definitive proxy statement with the SEC on October 20, 2010 and a definitive proxy statement
and form of proxy, as well as additional proxy materials, were
mailed to EDGAR Online's stockholders beginning on or about this
date. EDGAR Online urges investors and security holders to read the
proxy statement regarding the proposed issuances when it becomes
available because it will contain important information about the
proposed transactions. You may obtain copies of all documents filed
with the SEC regarding these transactions, free of charge, at the
SEC's web site (www.sec.gov). You may also obtain these documents
free from EDGAR Online at www.edgar-online.com, or by contacting
the EDGAR Online Investor Relations Department at
(203) 852-5660.
Participants in the Solicitation
EDGAR Online and its directors, executive officers and certain
other members of management and employees may be soliciting proxies
from EDGAR Online stockholders in favor of the stock issuances.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the EDGAR Online
stockholders in connection with the proposed stock issuances will
be set forth in the proxy statement when it is filed with the SEC.
You can find information about EDGAR Online's executive officers
and directors in the proxy statement for EDGAR Online's 2010 annual
meeting of stockholders, filed with the SEC on October 20, 2010. Free copies of this document
may be obtained from EDGAR Online as described above.
SOURCE EDGAR Online, Inc.