0001188112-11-001097.txt : 20110418 0001188112-11-001097.hdr.sgml : 20110418 20110418164010 ACCESSION NUMBER: 0001188112-11-001097 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110414 FILED AS OF DATE: 20110418 DATE AS OF CHANGE: 20110418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beasley William Allen CENTRAL INDEX KEY: 0001437642 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32255 FILM NUMBER: 11765845 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 2, SUITE 290 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Answers CORP CENTRAL INDEX KEY: 0001283073 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 237 W. 35TH STREET STREET 2: SUITE 1101 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 646-502-4777 MAIL ADDRESS: STREET 1: 237 W. 35TH STREET STREET 2: SUITE 1101 CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: GuruNet CORP DATE OF NAME CHANGE: 20050715 FORMER COMPANY: FORMER CONFORMED NAME: GURUNET CORP DATE OF NAME CHANGE: 20040309 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2011-04-14 1 0001283073 Answers CORP ANSW 0001437642 Beasley William Allen C/O ANSWERS CORPORATION 237 WEST 35TH STREET SUITE 1101 NEW YORK NY 10001 1 0 0 0 Series A Convertible Preferred Stock 4.50 2011-04-14 4 S 0 58350 0 D Common Stock 1322512 0 I By Fund Series A Convertible Preferred Stock 4.50 2011-04-14 4 S 0 1650 0 D Common Stock 37398 0 I By LLC Series B Convertible Preferred Stock 5.50 2011-04-14 4 S 0 68075 0 D Common Stock 1240576 0 I By Fund Series B Convertible Preferred Stock 5.50 2011-04-14 4 S 0 1925 0 D Common Stock 35081 0 I By LLC Series A Common Stock Purchase Warrants (right to buy) 4.95 2011-04-14 4 D 0 648334 0 D 2014-06-16 Common Stock 648334 0 I By Fund Series A Common Stock Purchase Warrants (right to buy) 4.95 2011-04-14 4 D 0 18333 0 D 2014-06-16 Common Stock 18333 0 I By LLC Series B Common Stock Purchase Warrants (right to buy) 6.05 2011-04-14 4 D 0 618864 0 D 2015-06-10 Common Stock 618864 0 I By Fund Series B Common Stock Purchase Warrants (right to buy) 6.05 2011-04-14 4 D 0 17500 0 D 2015-06-10 Common Stock 17500 0 I By LLC Option to Purchase Common Stock 3.90 2011-04-14 4 D 0 19731 0 D 2014-06-13 Common Stock 19731 0 D Option to Purchase Common Stock 3.90 2011-04-14 4 D 0 8969 0 D 2014-06-13 Common Stock 8969 0 D Option to Purchase Common Stock 5.77 2011-04-14 4 D 0 4633 0 D 2014-09-09 Common Stock 4633 0 D Option to Purchase Common Stock 5.77 2011-04-14 4 D 0 2542 0 D 2014-09-09 Common Stock 2542 0 D Option to Purchase Common Stock 7.91 2011-04-14 4 D 0 2840 0 D 2015-09-09 Common Stock 2840 0 D Option to Purchase Common Stock 7.91 2011-04-14 4 D 0 4335 0 D 2015-09-09 Common Stock 4335 0 D Option to Purchase Common Stock 5.71 2011-04-14 4 D 0 7175 0 D 2016-09-15 Common Stock 7175 0 D Represents shares of the common stock, par value $0.001 per share ("Common Stock"), of Answers Corporation ("Answers.com"). Represents vested options to purchase shares of Common Stock (1) which were cancelled upon completion of the merger (the "Merger") in accordance with that certain Agreement and Plan of Merger, dated as of February 2, 2011, among Answers.com, AFCV Holdings, LLC ("AFCV") and A-Team Acquisition Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of AFCV (the "Merger Agreement") in exchange for a cash payment equal to the excess (if any) of (i) the product of (A) the number of shares of Common Stock subject to such vested options multiplied by (B) $10.50 over (ii) the aggregate exercise price of such vested option, without interest and less any deductions and required withholding taxes as specified in the Merger Agreement. Represents unvested options to purchase shares of Common Stock immediately prior to the Merger which, pursuant to the Merger Agreement, were accelerated and cancelled upon completion of the Merger in exchange for a cash payment equal to the excess (if any) of (i) the product of (A) the number of shares of Common Stock subject to such unvested options, multiplied by (B) $10.50 over (ii) the aggregate exercise price of such unvested option, without interest and less any deductions and required withholding taxes as specified in the Merger Agreement. Represents shares of the Series A convertible preferred stock, par value $0.01 per share, of Answers.com acquired by AFCV pursuant to the Merger in accordance with the Merger Agreement. The Series A convertible preferred stock has no expiration date. Represents shares of the Series B convertible preferred stock, par value $0.01 per share, of Answers.com acquired by AFCV pursuant to the Merger in accordance with the Merger Agreement. The Series B convertible preferred stock has no expiration date. Represents warrants to purchase shares of Common Stock that were terminated upon the effective time of the Merger in exchange for the right to receive, following the effective time and upon surrender of the certificate representing each such warrant, only an amount of cash, without interest, equal to the product of (x) the number of shares of Common Stock issuable upon exercise of such warrant multiplied by (y) an amount equal to the excess, if any, of $10.50 over the per share exercise price in effect for such Warrant. The securities are owned by Redpoint Omega, L.P. ("RO LP"), which is under common control with Redpoint Omega Associates, LLC ("ROA LLC"). Redpoint Omega, LLC ("RO LLC") is the general partner of RO LP. The Reporting Person is a Managing Director of RO LLC. As such, the Reporting Person shares voting and investment power over the shares held by RO LP and may be deemed to have indirect beneficial ownership of the shares held by RO LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. The securities are owned by ROA LLC as nominee for its members. The Reporting Person is a Manager of ROA LLC. As such, the Reporting Person shares voting and investment power over the shares held by ROA LLC and may be deemed to have indirect beneficial ownership of the shares held by ROA LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. /s/ William Allen Beasley 2011-04-18