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ACOM > SEC Filings for ACOM > Form 8-K on 21-Aug-2012All Recent SEC Filings

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Form 8-K for ANCESTRY.COM INC.


21-Aug-2012

Entry into a Material Definitive Agreement, Completion of Acquisition or Dispos


Item 1.01. Entry into a Material Definitive Agreement.

On August 17, 2012, in connection with the closing of the Transaction (as defined below), Ancestry.com Inc. (the "Company"), through its wholly-owned subsidiary Ancestry.com Operations Inc., entered into a license agreement (the "License Agreement") with Inflection LLC, a Nevada limited liability company ("Inflection"), pursuant to which Inflection will license certain intellectual property to the Company to facilitate operation of the Archives.com business after the closing of the Transaction, as described below. A copy of the License Agreement is attached as Exhibit 99.1 hereto and is incorporated by reference.



Item 2.01. Completion of Acquisition or Disposition of Assets.

On August 15, 2012, the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), relating to the previously announced acquisition of Inflection's family history website, Archives.com, and certain other assets by the Company, expired. The expiration of the HSR waiting period satisfied a condition to the closing of the Transaction.

Subsequently, on August 17, 2012, the Company completed the acquisition of Archives.com, and certain other assets, for $100 million in cash plus the assumption of certain liabilities (the "Transaction") pursuant to the Asset Purchase Agreement, dated April 25, 2012 by and between the Company and Inflection.

The Company will continue to operate Archives.com. In addition, as previously announced, certain employees of Inflection entered into employment arrangements with the Company, which became effective upon consummation of the Transaction. Further, at the closing, the Company and Inflection entered into a transition services agreement, under which Inflection will provide certain services to facilitate the Company's operation of the Archives.com business not purchased in the Transaction for a period of time of 120 days to 300 days after closing.

A copy of the press release announcing the closing of the Transaction is attached as Exhibit 99.2 hereto and is incorporated by reference.

Item 9.01. Completion of Acquisition or Disposition of Assets.

(a) Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(d) Exhibits.

Exhibit      Description
2.1          Asset Purchase Agreement dated April 25, 2012 by and between
             Ancestry.com Operations Inc. and Inflection LLC (incorporated by
             reference to Exhibit 2.1 to the Company's Current Report on Form 8-K,
             filed April 30, 2012 (File No. 1-34518)).

99.1         Platform License Agreement dated August 17, 2012 by and between
             Ancestry.com Operations Inc. and Inflection LLC (filed herewith as
             described in Item 1.01).

99.2         Press release dated August 17, 2012 by the Company announcing the
             closing of the Transaction (filed herewith as described in Item 2.01).


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