-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D4i7lDlTd7Lr5JpSn33pbiZZ8pVEsJLVv72ussIokJ/OZg3SUSlTkb4EWkxuMtnR 99G4hYwoRy+3Isfn8jMNDg== 0001181431-07-039101.txt : 20070611 0001181431-07-039101.hdr.sgml : 20070611 20070611132308 ACCESSION NUMBER: 0001181431-07-039101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070611 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070611 DATE AS OF CHANGE: 20070611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET CAPITAL GROUP INC CENTRAL INDEX KEY: 0001085621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232996071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16249 FILM NUMBER: 07911866 BUSINESS ADDRESS: STREET 1: 690 LEE ROAD STREET 2: SUITE 310 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-727-6900 MAIL ADDRESS: STREET 1: 690 LEE ROAD STREET 2: SUITE 310 CITY: WAYNE STATE: PA ZIP: 19087 8-K 1 rrd162443.htm SECURITIES AND EXCHANGE COMMISSION

 

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 8, 2007

Internet Capital Group, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-16249

23-2996071

(State or other

jurisdiction of incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

690 Lee Road, Suite 310, Wayne, PA 19087

(Address of principal executive offices) (Zip Code)

(610) 727-6900

(Registrant's telephone number, including area code)

 

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))

 

Section 8. Other Events

Item 8.01 Other Events.

On June 8, 2007, Marketron International, Inc. ("Marketron"), a partner company of Internet Capital Group, Inc. (the "Company"), consummated a merger pursuant to an agreement with WBS Group LLC and Marketron Acquisition Corp., each of which is an affiliate of The Wicks Group of Companies, L.L.C. ("Wicks"). Pursuant to the merger, Marketron has been acquired by Wicks. A copy of the Company's press release announcing the consummation of the merger is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

The Company's share of the cash proceeds related to the sale is approximately $36.7 million, approximately $4.8 million of which has been placed in escrow and will be released over a three-year period, subject to indemnity claims pursuant to the terms of the merger agreement.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 8.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically stated otherwise in such filing.

 

Section 9. Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1

Press Release, dated June 11, 2007, issued by Internet Capital Group, Inc.

   

 

 

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, thereunto duly authorized.

   

INTERNET CAPITAL GROUP, INC.

Date: June 11, 2007

By:

/s/ Suzanne L. Niemeyer

 

Name:

Suzanne L. Niemeyer

 

Title:

General Counsel, Managing Director & Secretary

     

EXHIBIT INDEX

Exhibit No.

Description

   

99.1

Press Release, dated June 11, 2007, issued by Internet Capital Group, Inc.

   

 

 

 

 

EX-99.1 2 rrd162443_20500.htm

Exhibit 99.1

 

Investor inquiries:

Karen Greene

Internet Capital Group

610.727.6900

ir@internetcapital.com

 

ICG ANNOUNCES THE SALE OF MARKETRON INTERNATIONAL

TO THE WICKS GROUP

_____________________________________________________________________________________

Wayne, PA - June 11, 2007 - Internet Capital Group (Nasdaq: ICGE) today announced the acquisition of its partner company, Marketron International, by an affiliate of The Wicks Group of Companies, L.L.C., a private equity firm focused on selected segments of the communications, information and media industries. The sale was consummated on June 8, 2007.

ICG's share of the cash proceeds related to the sale is approximately $36.7 million, approximately $4.8 million of which has been placed in escrow to be distributed to ICG incrementally over the three years following the closing of the sale, subject to indemnification claims. ICG will record an after-tax gain of approximately $8 million on this transaction during the three months ended June 30, 2007. The release of any proceeds from escrow will result in additional gains to ICG.

"We are very pleased with this transaction," said Kamal Advani, Managing Director at ICG and Marketron board member. "We view this event as a great outcome for Marketron, Wicks and ICG. From an ICG perspective, this monetization is an important stepping stone in accomplishing our goals for 2007."

"Internet Capital Group has been an outstanding partner for Marketron," said Mike Jackson, Chairman and CEO of Marketron. "Their continued support and guidance have played a critical role in our growth and the realization of this merger."

About Internet Capital Group

Internet Capital Group (www.internetcapital.com) acquires and builds Internet software companies that drive business productivity and reduce transaction costs between firms. Founded in 1996, ICG devotes its expertise and capital to maximizing the success of these platform companies, which are delivering on-demand software and service applications to customers worldwide.

About Marketron International

Marketron International is a leading provider of broadcast management solutions for the radio, television and cable industries. Marketron's fully integrated suite of sales, traffic, finance and business intelligence solutions automates workflow from proposal to billing, enabling its customers to optimize inventory and increase revenues. Today, 1,600 broadcasters in North America license Marketron solutions. Marketron International is headquartered in Burlingame, California, with five offices across North America. The company is privately held, and its investors include Darwin Group, Internet Capital Group, Pisces Group and Rosewood Capital. For more information, please contact Jeff London at jlondon@marketron.com or visit www.marketron.com.

About the Wicks Group

The Wicks Group of Companies, L.L.C. (www.wicksgroup.com) manages private equity funds that invest in selected segments of the communications, information and media industries. Such funds currently own or have owned companies in educational publishing, consumer publishing, business information services, medical information services, community newspapers, radio broadcasting, television broadcasting, magazine publishing, outdoor advertising, newsletter publishing, and cable television distribution.

 

-###-

Safe Harbor Statement under Private Securities Litigation Reform Act of 1995

The statements contained in this press release that are not historical facts are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future performance of our partner companies, acquisitions or dispositions of interests in partner companies, the effect of economic conditions generally, capital spending by customers and development of the e-commerce and information technology markets, and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. These and other factors may cause actual results to differ materially from those projected.

 

 

-----END PRIVACY-ENHANCED MESSAGE-----