UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): June 10, 2009
Answers
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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1-32255
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98-0202855
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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237
West 35th
Street
Suite
1101
New York, NY
10001
(Address
of Principal Executive Offices)
646-502-4777
(Registrant’s
Telephone Number, Including Area Code)
_______________
(Former
Name or Former Address, if Changed Since Last Report)
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):
o Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02
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Unregistered
Sales of Equity Securities.
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On June
10, 2009, Redpoint Omega, L.P. and Redpoint Omega Associates, LLC (collectively,
the “Investors”) exercised
unit warrants they had received in connection with a financing of Answers
Corporation (the “Company”) in June
2008. Pursuant to the exercise of the unit warrants, the Investors
purchased $7 million of Series B Convertible Preferred Stock (the “Series B Preferred
Stock”) and 636,364 Common Stock Purchase Warrants (the “Series B Purchase
Warrants”). The Series B Preferred Stock is convertible into
1,272,727 shares of common stock at a conversion price of $5.50 per
share. The Series B Preferred Stock has the rights and preferences
set forth in Item 5.03 to this Form 8-K, which is incorporated by reference into
this Item 3.02. The Series B Purchase Warrants have an exercise price
of $6.05 per share and will be exercisable for a period of 6 years from their
date of issuance. A copy of the Series B Purchase Warrant is
attached to this report as Exhibit 10.1 and is
incorporated herein by reference.
In
connection with the offer and sale of securities to the Investors, the Company
relied on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and
Regulation D promulgated thereunder. The Company paid a fee of
$490,000 to the placement agents in connection with the exercise of the unit
warrants.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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The
Certificate of Designations, Number, Voting Powers, Preferences and Rights of
Series B Preferred Stock states that the holders of a majority of the
outstanding Series B Preferred Stock have the right to appoint an individual to
serve as a voting member of the Company’s Board of Directors. On June
9, 2009, subject to the closing of the unit warrant exercise, the Board of
Directors of the Company confirmed the appointment of R. Thomas Dyal, a managing
director of Redpoint Ventures, as a director of the Company.
Item
5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
The
Company’s Amended and Restated Certificate of Incorporation has been amended to
provide for the issuance of up to 70,000 shares of Series B Preferred Stock with
a stated value of $100 per share (the “Stated Value”)
pursuant to the Certificate of Designations, Number, Voting Powers, Preferences
and Rights of Series B Convertible Preferred Stock filed with the State of
Delaware on June 9, 2009 (the “Certificate of Designations”), which provides for
the following rights and preferences:
Dividends. The
Series B Preferred Stock will accrue cumulative dividends at a rate of 6% per
annum whether or not dividends have been declared by the Board of Directors and
whether or not there are profits, surplus or other funds available for the
payment of such dividends. Dividends may be payable in kind at option
of the Company
Voting
Rights. The Series B Preferred Stock shall vote on an as converted
basis with the Company’s common stock. So long as any shares of
Series B Preferred Stock are outstanding, the Company shall not, without the
affirmative vote of the holders of a majority of the shares of the Series B
Preferred Stock then outstanding (each holder of Series B Preferred Stock, a
“Holder” and
collectively, the “Holders), (a) alter
or change adversely the powers, preferences or rights given to the Series B
Preferred Stock or alter or amend the Certificate of Designations (whether by
merger, consolidation or otherwise), (b) authorize or create any class of stock
ranking as to dividends, redemption or distribution of assets upon a Liquidation
senior to or otherwise pari passu with the Series B Preferred Stock, except for
any series of Preferred Stock issued to the Holders, (c) amend its certificate
of incorporation or other charter documents (whether by merger, consolidation or
otherwise) so as to affect adversely any rights of the Holders, (d) increase or
decrease the authorized number of shares of Series B Preferred Stock, or (e)
enter into any agreement with respect to the foregoing.
Liquidation. Upon any
liquidation, dissolution or winding-up of the Company, whether voluntary or
involuntary (a “Liquidation”), the
Holders shall be entitled to receive out of the assets of the Company, whether
such assets are capital or surplus, for each share of Series B Preferred Stock
an amount equal to greater of (i) the Stated Value per share plus any accrued
and unpaid dividends thereon and any other fees or liquidated damages owing
thereon before any distribution or payment shall be made to the holders of any
junior securities or (ii) such amount per share as would have been payable had
all shares of Series B Preferred Stock been upon any such Liquidation converted
to common stock pursuant immediately prior to such Liquidation, in any case, and
if the assets of the Company shall be insufficient to pay in full such amounts,
then the entire assets to be distributed to the Holders shall be distributed
among the Holders ratably in accordance with the respective amounts that would
be payable on such shares if all amounts payable thereon were paid in
full.
Conversion.
Conversions at Option of
Holder. Each share of Series B Preferred Stock shall be convertible into
that number of shares of Common Stock determined by dividing the Stated Value of
such share of Series B Preferred Stock by $5.50 (the “Conversion Price”), at the
option of the Holder, at any time and from time to time.
Mandatory Conversion.
Beginning December 10, 2010, provided certain conditions are satisfied, if the
closing price of the Common Stock equals $16.50 (subject to adjustment for stock
splits, reclassifications, combinations and similar adjustments) per share for
the 45 consecutive trading days immediately prior to the Automatic Conversion
Notice Date (as defined below), and average daily volume of the Common Stock
on Nasdaq averages at least $1,000,000 during such measurement
period, unless the Holder is prohibited from converting the Series B Preferred
Stock pursuant to certain limitations, the Company shall have the right to
deliver a notice to the Holder (an “Automatic Conversion
Notice” and the date such notice is received by the Holder, the “Automatic Conversion Notice
Date”), to convert any portion of the shares of Series B Preferred Stock
then held by the holder into shares of Common Stock at the then-effective
Conversion Price.
Redemption. At anytime on or after June
16, 2014, upon written request by the majority of the Holders, the Company shall
redeem all or any portion of the then outstanding Series B Preferred Stock, for
an amount in cash equal to the sum of (i) 100% of the aggregate Stated Value
then outstanding and (ii) accrued but unpaid dividends (to the extent not
already included in Stated Value) and (iii) all liquidated damages and other
amounts due in respect of the Series B Convertible Preferred Stock.
Subsequent Equity
Sales. If the Company at any time while Series B Preferred Stock is
outstanding, shall sell or grant any option to purchase or otherwise dispose of
or issue any common stock or common stock equivalents entitling any person to
acquire shares of common stock, at an effective price per share less than the
then Conversion Price, then, the conversion price shall be adjusted on broad
weighted average basis.
Participation
Rights. At any time while Series B Preferred Stock is
outstanding (or the common stock issuable or issued upon conversion thereof) and
the Investors or their affiliates collectively holds a majority of the
outstanding Series B Preferred Stock (or the common stock issuable or issued
upon conversion thereof) purchased by the Investors, each Investor shall have a
right to participate with respect to the issuance or possible issuance by the
Company of any future equity or equity-linked securities or debt which is
convertible into or exercisable or exchangeable for equity or in which there is
an equity component on the same terms and conditions as offered by the Company
to the other purchasers of such securities.
A copy of
the Certificate of Designations, as filed with the Secretary of State of the
State of Delaware, is attached as Exhibit 3.1 to this Current
Report on Form 8-K, and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate
of Designations, Number, Voting Powers, Preferences and Rights of Series B
Convertible Preferred Stock of Answers Corporation
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10.1
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Form
of Common Stock Purchase Warrant
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99.1
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Press
Release of Answers Corporation dated June 11,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANSWERS
CORPORATION
By: /s/ Caleb A.
Chill
Caleb A.
Chill
VP –
General Counsel & Corporate Secretary
Dated:
June 15, 2009