Filed by Pinnacor Inc.
Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: NMP, Inc., MarketWatch.com, Inc.,
and Pinnacor Inc.
Commission File No.: 333-108282
On December 23, 2003, MarketWatch.com, Inc. and Pinnacor Inc. issued a joint
press release announcing the date of the MarketWatch and Pinnacor special
meetings called to approve the merger of MarketWatch and Pinnacor, entitled
"MarketWatch.com and Pinnacor to Hold Stockholders Meetings on January 15,
2004; Merger Expected to Close Shortly Thereafter. The text of the press
release follows.
MARKETWATCH.COM AND PINNACOR TO HOLD STOCKHOLDERS MEETINGS ON JANUARY 15, 2004
MERGER EXPECTED TO CLOSE SHORTLY THEREAFTER
SAN FRANCISCO & NEW YORK, December 23, 2003 - MarketWatch.com, Inc. (Nasdaq:
MKTW) and Pinnacor Inc. (Nasdaq: PCOR) jointly announced today that each would
hold a special meeting on January 15, 2004 at which time their stockholders
will consider the proposed merger and related matters. MarketWatch.com's
meeting is scheduled for 10:00 a.m., local time, at MarketWatch.com's
headquarters at 825 Battery Street, San Francisco, California 94111. Pinnacor's
meeting is scheduled for 10:00 a.m., local time, at Pinnacor's headquarters at
601 West 26th Street, 13th Floor, New York, New York 10001. In each case,
stockholders of record on November 19, 2003 will be entitled to vote.
MarketWatch and Pinnacor will be mailing a Joint Proxy Statement-Prospectus
describing the proposed merger and the related matters to their respective
stockholders on or about December 24, 2003.
If the merger is approved by each company's stockholders, it is expected that
the closing of the merger will occur shortly after the meetings.
ABOUT MARKETWATCH.COM, INC.
MarketWatch.com, Inc. (NASDAQ:MKTW) is a leading multimedia publisher of
business news and information. Founded in 1997, MarketWatch.com operates two
award-winning Web sites, CBS MarketWatch and BigCharts. The company produces
the syndicated CBS MarketWatch Weekend TV program, airs financial reports over
The CBS Television Network, and provides updates every 30 minutes on the
MarketWatch.com Radio Network. MarketWatch.com licenses market news, investment
analysis tools and sophisticated charting applications to financial services
firms and media companies. MarketWatch.com also offers subscription products
for individual investors, including the Hulbert Financial Digest.
www.cbs.marketwatch.com
ABOUT PINNACOR, INC.
Pinnacor Inc. (Nasdaq: PCOR) is a provider of information and analytical
applications to financial services companies and global corporations. The
company delivers customized information, applications and tools that help
businesses reduce costs through outsourcing and drive new revenue streams.
Pinnacor's solutions encompass market data and investment analysis tools for
financial services firms; critical business information for the enterprise; and
personalized portal applications and messaging services for wireless carriers
and ISPs. Pinnacor counts Barclays Global Investors, U.S. Bancorp Piper
Jaffray, Tribune Media Services, Virgin Mobile and Verizon Wireless among its
clients. Headquartered in New York City, Pinnacor also has offices in San
Francisco, Calif.; Coralville, Iowa; London, U.K.; and Jerusalem, Israel.
www.pinnacor.com.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
In connection with the merger, NMP, Inc. ("NMP") together with MarketWatch.com
and Pinnacor filed a registration statement on Form S-4, as amended (Commission
File No. 333-108282) (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") which includes a joint proxy
statement-prospectus. Investors and security holders of MarketWatch.com and
Pinnacor are urged to read the joint proxy statement-prospectus and the other
relevant materials because the materials contain important information about
NMP, MarketWatch.com, Pinnacor and the merger. The joint proxy
statement-prospectus will be mailed to the stockholders of MarketWatch.com and
Pinnacor on or about December 24, 2003. The joint proxy statement-prospectus
and other relevant materials, and any other documents filed by NMP,
MarketWatch.com and Pinnacor with the Commission, may be obtained free of
charge at the Commission's Web site at www.sec.gov. Both MarketWatch.com, Larry
Kramer, and MarketWatch.com's other directors and executive officers on the one
hand, and Pinnacor, Kirk Loevner and Pinnacor's other directors and executive
officers on the other hand, may be deemed to be participants in the
solicitation of proxies of stockholders of MarketWatch.com and Pinnacor in
connection with the merger. Such individuals may have interests in the merger,
including as a result of holding options or shares of the common stock of
MarketWatch.com or Pinnacor, as applicable. Investors and security holders may
obtain more detailed information regarding the names, affiliations and
interests of such individuals in the solicitation by reading the joint proxy
statement-prospectus included with the Registration Statement.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This media release contains forward-looking statements that involve risks and
uncertainties. These forward-looking statements are based on current
expectations, and neither MarketWatch.com nor Pinnacor assumes any obligation
to update this information. Actual future events and circumstances could differ
materially from those set forth in these statements, including the ability of
MarketWatch.com and Pinnacor to hold their respective stockholders meeting on
the specified date and complete the merger in the first quarter of 2004, if at
all. Factors that could cause actual future events and circumstances to differ
include possible changes in capital market conditions or in the business,
prospects, results of operations or financial condition of MarketWatch.com and
Pinnacor, and other risks and uncertainties, including those detailed in the
filings by MarketWatch.com and Pinnacor with the Commission.
###
Contacts:
Investors:
Anna Yen, Investor Relations, MarketWatch.com, 415-616-214,ayen@marketwatch.com
Rowan Hajaj, Investor Relations, Pinnacor, 212-691-7900, rhajaj@pinnacor.com
Press:
Dan Silmore, Media Relations, MarketWatch.com, 415-733-0582,
dsilmore@marketwatch.com
Therese Bruno, Media Relations, Pinnacor, 212-659-2057, tbruno@pinnacor.com