Verticalnet Inc - Current report filing (8-K)
16 January 2008 - 10:03PM
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
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Date of Report (Date of Earliest Event Reported):
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January 15, 2008
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Verticalnet, Inc.
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(Exact name of registrant as specified in its charter)
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Pennsylvania
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000-25269
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23-2815834
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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400 Chester Field Parkway, Malvern, Pennsylvania
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19355
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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(610) 240-0600
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Not Applicable
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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:
[ ] 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))
Item 8.01 Other Events.
On January 15, 2008, Verticalnet, Inc., a Pennsylvania corporation (the "Company"), issued a press release announcing that at a Special Meeting of Shareholders held on January 15, 2008, the Company’s shareholders adopted the Agreement and Plan of Merger, dated as of October 25, 2007, among the Company, BravoSolution S.p.A., a corporation organized under the laws of Italy ("Parent"), and BravoSolution U.S.A., Inc., a Pennsylvania corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and the related Plan of Merger, and approved the merger of Merger Sub with and into the Company. The Company expects the transaction to close on January 25, 2008, subject to the satisfaction or waiver of remaining closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release, dated January 15, 2008.
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.
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Verticalnet, Inc.
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January 15, 2008
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By:
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Christopher G. Kuhn
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Name: Christopher G. Kuhn
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Title: Vice President and General Counsel
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release dated January 15, 2008.
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