-----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, Lg1veNwVMb2iciBXEZQNuIb8Hzbwg6fBvNZKOmQJcyc/Wu42ulUV/YfNZOd/aV7U G9maNCMq/tUoHEvCM7XF2Q== 0001209191-08-037941.txt : 20080618 0001209191-08-037941.hdr.sgml : 20080618 20080618212333 ACCESSION NUMBER: 0001209191-08-037941 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080616 FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080618 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 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: 08906719 BUSINESS ADDRESS: BUSINESS PHONE: (650) 926-5664 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 2, SUITE 290 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2008-06-16 0 0001283073 Answers CORP ANSW 0001437642 Beasley William Allen 3000 SAND HILL ROAD BUILDING 2, SUITE 290 MENLO PARK CA 94025 1 0 1 0 Series A Convertible Preferred Stock 4.50 2008-06-16 4 A 0 58350 A Common Stock 1296667 58350 I By Fund Series A Convertible Preferred Stock 4.50 2008-06-16 4 A 0 1650 A Common Stock 36667 1650 I By LLC Common Stock Purchase Warrants (right to buy) 4.95 2008-06-16 4 A 0 648334 A 2014-06-16 Common Stock 648334 648334 I By Fund Common Stock Purchase Warrants (right to buy) 4.95 2008-06-16 4 A 0 18333 A 2014-06-16 Common Stock 18333 18333 I By LLC Unit Warrant (right to buy) 100.00 2008-06-16 4 A 0 68075 A 2009-06-16 Units 68075 68075 I By Fund Unit Warrant (right to buy) 100.00 2008-06-16 4 A 0 1925 A 2009-06-16 Units 1925 1925 I By LLC Stock Option (right to buy) 3.90 2008-06-16 4 A 0 28700 0.00 A 2014-06-16 Common Stock 28700 28700 D Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") has a stated value of $100 and is initially convertible into Common Stock at the election of the holder based on a conversion price of $4.50 per share, subject to adjustment and subject to the further limitations described in footnote (2). The Series A Preferred Stock has no expiration date, but is redeemable at the option of the holders of a majority of the outstanding shares of Series A Preferred Stock at anytime on or after June 16, 2014. The holders' ability to convert the shares of Series A Preferred Stock and exercise the Class A Warrants is limited as follows: the holders of the securities and any persons whose beneficial ownership would be aggregated with such holders for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") are prohibited from owning more than 19.999% of the outstanding shares of the Issuer's Common Stock unless and until the Issuer's stockholders approve such issuances ("Stockholder Approval"). In addition, pursuant to the terms of the Issuer's Certificate of Incorporation, until Stockholder Approval has been obtained, the conversion price of the Series A Preferred Stock shall not be adjusted below $3.82 per share. The aggregate purchase price of the Series A Preferred Stock, Common Stock Purchase Warrants and Unit Warrants was $6,000,000. 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. Immediately exercisable. Immediately exercisable. However, the holders' ability to exercise the Unit Warrants is limited as follows: the holders of the Unit Warrants and any persons whose beneficial ownership would be aggregated with such holders for purposes of Section 13(d) of the Exchange Act are prohibited from owning more than 19.999% of the outstanding shares of the Issuer's Common Stock unless and until the Issuer's stockholders approve such issuances. In addition, pursuant to the terms of the Issuer's Certificate of Incorporation, until Stockholder Approval has been obtained, the conversion price of the Series B Preferred Stock shall not be adjusted below $4.45 per share. Each Unit consists of (i) one share of the Issuer's Series B Convertible Preferred Stock (the "Series B Preferred Stock") with a stated value of $100, which is initially convertible into Common Stock at the election of the holder based on a conversion price of $5.50 per share, subject to adjustment, and (ii) one warrant to purchase that number of shares of Common Stock equal to 50% of the number of shares of Common Stock issuable upon conversion of a share of Series B Preferred Stock, with an exercise price equal to $6.05 per share. The option vests as to twenty-five percent (25%) of the shares subject to the option on the first anniversary of the date of grant, and the balance of the option vests in a series of 36 successive equal monthly installments. /s/ William Allen Beasley 2008-06-18 -----END PRIVACY-ENHANCED MESSAGE-----