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| JUPM > SEC Filings for JUPM > Form 8-K on 10-Dec-2008 | All Recent SEC Filings |
10-Dec-2008
Other Events, Financial Statements and Exhibits
On December 8, 2008, Jupitermedia Corporation ("Jupitermedia") announced that the U.S. Department of Justice and Federal Trade Commission have granted early termination of the Hart-Scott-Rodino review period for the proposed sale of Jupiterimages Corporation ("Jupiterimages"), a wholly-owned subsidiary of Jupitermedia, to Getty Images, Inc. ("Getty Images"). The press release announcing the expiration of the waiting period is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In addition, on December 10, 2008, Jupitermedia and Getty Images obtained clearance for the proposed sale of Jupiterimages from applicable German regulatory authorities.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
Statements in this document which are not historical facts are "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements include, for example, the competitive environment in which Jupitermedia and Jupiterimages compete; the unpredictability of Jupitermedia's and Jupiterimages' respective future revenues, expenses, cash flows and stock price; Jupitermedia's and Jupiterimages' respective ability to integrate acquired businesses, products and personnel into their existing businesses; Jupitermedia's and Jupiterimages' respective ability to protect their intellectual property; Jupitermedia's dependence on a limited number of advertisers; the conditions to the completion of the transactions contemplated by the stock purchase agreement may not be satisfied, or the regulatory approvals and clearances required for the transactions contemplated by the stock purchase agreement may not be obtained on the terms expected or on the anticipated schedule (if at all); the parties' ability to meet expectations regarding the timing for completion of the transactions contemplated by the stock purchase agreement; the retention of certain key employees at Jupitermedia and Jupiterimages; and the outcome of any legal proceedings that may be instituted against Jupitermedia Corporation and others following the announcement of the stock purchase agreement.
For a more detailed discussion of such risks and uncertainties, refer to Jupitermedia's reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. The forward-looking statements included herein are made as of the date of this filing, and Jupitermedia assumes no obligation to update the forward-looking statements after the date hereof.
Important Additional Information Regarding the Stock Purchase Agreement and the Proposed Sale of Jupiterimages will be filed with the SEC
This communication is not a solicitation of a proxy from any security holder of Jupitermedia. In connection with the stock purchase agreement between Jupitermedia and Getty Images, Inc., Jupitermedia Corporation has filed a preliminary proxy statement with the U.S. Securities and
Exchange Commission and will file a definitive proxy statement with the U.S.
Securities and Exchange Commission. THE DEFINITIVE PROXY STATEMENT WILL BE SENT
TO JUPITERMEDIA CORPORATION STOCKHOLDERS, WHO ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE STOCK PURCHASE AGREEMENT, THE
PROPOSED SALE OF JUPITERIMAGES AND THE PARTIES TO THE STOCK PURCHASE AGREEMENT.
Jupitermedia Corporation investors and security holders may obtain free copies
of these documents (when they are available) and other documents filed with the
Securities and Exchange Commission at its web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents filed
with the Securities and Exchange Commission by going to Jupitermedia
Corporation's Investors page on its corporate website at
http://www.Jupitermedia.com/corporate/investors.html.
Jupitermedia Corporation and its directors and officers may be deemed to be participants in the solicitation of proxies from the stockholders of Jupitermedia Corporation in connection with the stock purchase agreement and the proposed sale of Juipterimages. Information about Jupitermedia Corporation and its directors and officers can be found in its proxy statements on Schedule 14A and annual reports on Form 10-K filed with the Securities and Exchange Commission, as well as on Jupitermedia Corporation's Investors page on its corporate website at http://www.Jupitermedia.com/corporate/investors.html. Additional information regarding the interests of those persons may be obtained by reading the proxy statement for the proposed transaction when it becomes available.
(d) The following exhibit is furnished as part of this Current Report on Form 8-K:
99.1. Jupitermedia's news release dated December 8, 2008.
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