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
Date of Report (Date of earliest event reported) May 1, 1997
INDIVIDUAL INVESTOR GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-10932 13-3487784
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1633 Broadway, 38th Floor, New York, New York 10019
(Address and zip code of principle executive offices)
Registrant's telephone number, including area code: (212) 843-2777
Page 1 of 6
ITEM 5. OTHER EVENTS
Sales of Common Stock
On May 1, 1997, Individual Investor Group Inc. (the "Company") entered into
Stock Purchase Agreements with two parties unrelated to the Company, providing
in the aggregate for the private sale of 328,678 shares of Common Stock for a
total purchase price of $2,000,000. These shares were sold pursuant to an
exemption from registration under the Securities Act of 1933.
As a result of the sale of additional shares of Common Stock , as of May 1,
1997 the Company has 6,490,547 shares of Common Stock outstanding.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
INTRODUCTION
On May 1, 1997, the Company entered into Stock Purchase Agreements with two
parties unrelated to the Company, providing in the aggregate for the private
sale of 328,678 shares of Common Stock for a total purchase price of $2,000,000.
These shares were sold pursuant to an exemption from registration under the
Securities Act of 1933.
The accompanying pro forma consolidated condensed balance sheet as of April
30, 1997 and the pro forma consolidated condensed statements of operations for
the month ended April 30, 1997 and four months ended April 30, 1997 are based on
historical results of operations and financial condition of the Company and
subsidiaries. These pro forma consolidated condensed financial statements, which
give effect to the aforementioned transactions, should be read in conjunction
with the financial statements and notes thereto included in the Company's
Quarterly report on Form 10-QSB for the quarter ended March 31, 1997. The pro
forma consolidated condensed balance sheet gives effect to the aforementioned
transaction as if such transaction occurred on April 30, 1997. The pro forma
consolidated condensed statements of operations for the one month and four
months ended April 30, 1997 gives effect to the aforementioned transaction as if
such transaction had been consummated as of January 1, 1997. These pro forma
consolidated condensed financial statements may not be indicative of the results
that may be obtained in the future.
2
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
(UNAUDITED)
Pro Forma
April 30, Pro Forma April 30,
ASSETS 1997 Adjustments 1997
------------ ------------ ------------
Current assets:
Cash and cash equivalents $700,845 $2,000,000 $2,700,845
Accounts receivable (net of allowances of $619,994) 2,228,571 2,228,571
Prepaid expenses and other current assets 369,519 369,519
------------ ------------ ------------
Total current assets 3,298,935 2,000,000 5,298,935
Deferred subscription expense 603,677 603,677
Investment in affiliate 2,039,130 2,039,130
Property and equipment - net 697,602 697,602
Other assets 165,168 165,168
------------ ------------ ------------
Total assets $6,804,512 $2,000,000 $8,804,512
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $1,300,698 $1,300,698
Accrued expenses 543,944 543,944
------------ ------------ ------------
Total current liabilities 1,844,642 0 1,844,642
Deferred subscription revenue 2,840,090 2,840,090
------------ ------------ ------------
Total liabilities 4,684,732 0 4,684,732
------------ ------------ ------------
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $.01 par value, authorized 1,000,000 shares - - -
Common stock, $.01 par value; authorized
10,000,000 shares; issued and outstanding 6,161,869
historical; 6,490,547 shares pro forma 61,619 3,287 64,906
Additional paid-in capital 13,620,121 1,996,713 15,616,834
Deficit (11,561,960) (11,561,960)
------------ ------------ ------------
Total stockholders' equity 2,119,780 2,000,000 4,119,780
------------ ------------ ------------
------------ ------------ ------------
Total liabilities and stockholders' equity 6,804,512 $2,000,000 $8,804,512
============ ============ ============
3
INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
One Month Ended Four Months Ended
April 30, April 30,
1997 1997
--------------- ---------------
Revenues:
Information Services:
Circulation $354,547 $1,533,789
Advertising 770,120 3,099,832
List rental and other 69,257 405,918
--------------- ---------------
Total information services revenues 1,193,924 5,039,539
Investment management services 18,600 139,774
Equity in net loss of affiliate (343,052) (2,008,369)
--------------- ---------------
Total revenues 869,472 3,170,944
--------------- ---------------
Operating expenses:
Editorial, production and distribution 727,147 2,883,639
Promotion and selling 555,040 2,031,165
General and administrative 340,683 1,373,270
Depreciation and amortization 22,576 88,001
--------------- ---------------
Total operating expenses 1,645,446 6,376,075
--------------- ---------------
--------------- ---------------
Operating loss (775,974) (3,205,131)
--------------- ---------------
Interest and other income 2,617 13,560
--------------- ---------------
Net loss ($773,357) ($3,191,571)
--------------- ---------------
Dividends paid - -
Loss per share:
Historical ($0.13) ($0.52)
--------------- ---------------
Pro Forma ($0.12) ($0.49)
--------------- ---------------
Weighted average number of common shares outstanding:
Historical 6,161,869 6,156,090
--------------- --------------
Pro Forma 6,490,547 6,484,768
--------------- ---------------
4
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused to be signed on its behalf by the undersigned
thereunto duly authorized.
INDIVIDUAL INVESTOR GROUP, INC.
By:/s/ Scot Rosenblum
---------------------
Scot Rosenblum, Vice President and
Chief Financial Officer
Date: June 3, 1997
5