SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): February 1,
2011
EDGAR Online,
Inc.
(Exact
Name of Registrant Specified in Charter)
|
Delaware
(State
or Other
Jurisdiction
of
Incorporation)
|
001-32194
(Commission
File
Number)
|
06-1447017
(I.R.S.
Employer
Identification
No.)
|
|
50
Washington Street
|
||
|
Norwalk,
Connecticut
|
06854
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code: (203)
852-5666
_____________________________________
(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))
Explanatory
Note
We
are filing this Amendment No. 1 to our Current Report on Form 8-K (this
“Amendment”) to amend our Current Report on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) on January 7, 2011. The sole purpose
of this Amendment is to correct a reference to the date July 2, 2012 in the
fourth paragraph of Item 1.01 of such report. Such reference should be
deleted. Item 1.01, as so amended, appears as set forth below.
Other than such change, no changes have been made in this Amendment to modify or
update the other disclosures presented in the 8-K.
|
Item
1.01
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Entry
Into a Material Definitive
Agreement.
|
On
February 1, 2011, EDGAR Online, Inc. (the “Company”) entered into Amendment No.
1 (the “Amendment”) to the Strategic Alliance Agreement, dated February 12, 2010
(the “Original Agreement” and, as amended by the Amendment, the “Agreement”)
with PR Newswire Association LLC (“PR Newswire”). As of the execution
of the Amendment, the Company has determined that the Agreement constitutes a
“material definitive agreement” as contemplated by Item 1.01 of Form 8-K, and
thus is filing this Form 8-K with respect to the Original Agreement and the
Amendment.
Under the
Agreement, PR Newswire will offer the Company’s eXtensible Business Reporting
Language (“XBRL”) tagging and filing services as part of its Securities and
Exchange Commission (“SEC”) compliance offering through PR Newswire’s Vintage
Filing Division.
The
Original Agreement memorialized a three-year commitment in which the parties
agree to jointly offer public companies an SEC compliance solution for financial
reporting in XBRL on a non-exclusive basis. Under the Original
Agreement, PR Newswire agreed to pay the Company flat fees to integrate and
maintain the infrastructure of the joint offering and variable fees (including
volume-based discounts) to be paid on a per filing basis, and also agreed to
certain minimum fees for each year of the Agreement. The Original
Agreement allowed either party to terminate if the parties were not able to
agree to revised minimums in the second and third year of the original term or
if the fees received by the Company did not exceed a threshold
amount.
The
Amendment extends the Agreement through December 31, 2013 and sets new minimum
revenues which PR Newswire shall provide to the Company based on a percentage of
PR Newswire’s annual XBRL translation business. The Amendment
contains minimum volume requirements for XBRL translation work to be provided to
the Company, with discounts available under certain circumstances. In addition,
the Amendment provides PR Newswire with up to 20 seats of the Company’s flagship
product, EDGAR Pro, at no cost, throughout the term of the
Agreement.
The
Agreement contains standard confidentiality, non-solicitation and termination
provisions.
SIGNATURE
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.
| EDGAR Online, Inc. | |||
|
|
By:
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/s/ David
Price
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David
Price
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|||
|
Chief
Financial Officer
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|||
Dated:
February 8, 2011