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
April 1, 2004
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Date of Report
(Date of earliest event reported)
MEMBERWORKS INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21527 06-1276882
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
680 Washington Blvd
Stamford, Connecticut 06901
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(Address of principal executive offices,
including zip code)
(203) 324-7635
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(Registrant's telephone number,
including area code)
MEMBERWORKS INCORPORATED
Item 2. Acquisition or Disposition of Assets.
On April 1, 2004, MemberWorks Incorporated (the "Company"), completed the
previously disclosed acquisition of all of the assets and outstanding capital
stock of Lavalife Inc. ("Lavalife"), a leading provider of online and IVR-based
interactive personals services. Lavalife will be operated as a wholly-owned
subsidiary of the Company. The purchase price was approximately CAD$152.5
million, or $116.3 million, subject to certain adjustments and excluding fees
and expenses. The acquisition was funded with cash on hand and borrowings
available under the Company's previously disclosed $45.0 million senior secured
credit facility. The purchase price paid by the Company was determined on the
basis of arm's length negotiations between the parties. Broadview International
LLC acted as financial advisor to Lavalife in connection with the acquisition.
Mr. Ellison, a member of the board of directors of MemberWorks, is the President
and a Managing Director of Broadview International LLC. Mr. Ellison recused
himself from all MemberWorks board of directors discussions and votes on the
Lavalife acquisition.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Lavalife Inc.:
These were previously filed as part of the current report on Form 8-K filed
on March 26, 2004 and are incorporated herein by reference.
(b) Pro Forma Financial Information:
These were previously filed as part of the current report on Form 8-K filed
on March 26, 2004 and are incorporated herein by reference.
(c) Exhibits
99.1 Press release dated April 1, 2004
99.2 Master Transaction Agreement dated March 3, 2004
99.3 Amended and Restated Credit Agreement dated March 25, 2004 among
MemberWorks Incorporated, the Lenders Parties hereto, and LaSalle Bank
National Association.
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.
MEMBERWORKS INCORPORATED
(Registrant)
Date: April 5, 2004 By: /s/ Gary A. Johnson
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Gary A. Johnson, President and
Chief Executive Officer