Attached files
| file | filename |
|---|---|
| EX-99.1 - YOUBET COM INC | ex991to8k07554_01252010.htm |
UNITED STATES
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): January 25,
2010
|
Youbet.com,
Inc.
|
||
|
(Exact
name of registrant as specified in its charter)
|
||
|
Delaware
|
001-34276
|
95-4627253
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
2600
West Olive Avenue, 5th Floor, Burbank,
CA
|
91505
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code: (818)
668-2100
|
|
|
(Former
name or former address, if changed since last
report.)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other Events.
On January 25, 2010, Youbet.com, Inc.
(“Youbet”) and Churchill Downs Incorporated (“Churchill”) issued a joint press
release announcing that on January 25, 2010, the United States Department of
Justice (the “DOJ”) issued to Youbet and Churchill formal requests for
additional information and documentary material with respect to the previously
announced merger contemplated by the Agreement and Plan of Merger, dated as of
November 11, 2009, by and among Youbet, Churchill, Tomahawk Merger LLC, a
wholly-owned subsidiary of Churchill, and Tomahawk Merger Corp., a wholly-owned
subsidiary of Churchill. These requests have the effect of extending
the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of
1976, as amended, until 30 days after both parties have substantially complied
with the requests, subject to any modifications of the requests to which the DOJ
may agree.
The joint press release announcing the
receipt of the second request is filed herewith as Exhibit 99.1 and incorporated
by reference herein.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
|
99.1
|
Joint
press release, dated January 25, 2010, of Youbet.com, Inc. and Churchill
Downs Incorporated
|
Forward
Looking Statements
This communication contains certain
forward-looking statements. These forward-looking statements, which are included
in accordance with Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, may include, but
are not limited to, statements about the benefits of the proposed transaction,
including future financial and operating results, the combined company’s plans,
objectives, expectations and intentions. These statements are subject to a
number of known and unknown risks, uncertainties and other factors that may
cause Youbet’s actual results and performance in future periods to be materially
different from any future results or performance suggested by the forward
looking statements in this communication. Although Youbet believes the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that actual results will not
differ materially from these expectations. Important factors that could cause
actual results to differ materially from those in the forward looking statements
include the possibility that the expected efficiencies and cost savings from the
proposed transaction will not be realized, or will not be realized within the
expected time period; the ability to obtain governmental approvals of the merger
on the proposed terms and schedule contemplated by the parties; the failure of
Youbet’s stockholders to approve the proposed merger; the risk that the
Churchill and Youbet businesses will not be integrated successfully; disruption
from the proposed transaction making it more difficult to maintain business and
operational relationships; the possibility that the proposed transaction does
not close, including, but not limited to, due to the failure to satisfy the
closing conditions; the timely development and market acceptance of
new products and technologies; Youbet’s ability to achieve further cost
reductions; increased competition in the advance deposit wagering business; a
decline in the public acceptance of wagering; wagering ceasing to be legal in
jurisdictions where Youbet currently operates; the limitation, conditioning, or
suspension of any of Youbet’s licenses; increases in or new taxes imposed on
wagering revenues; the adoption of future industry standards; the loss or
retirement of key executives; Youbet’s ability to meet its liquidity
requirements and maintain its financing arrangements; and general economic and
market conditions; as well as the risks and uncertainties discussed in Youbet’s
and Churchill’s Form 10-K for the year ended December 31, 2008, and in Youbet’s
and Churchill’s other filings with the Securities and Exchange Commission (the
“SEC”). Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this communication. Neither
Youbet nor Churchill undertakes and each specifically disclaims any obligation
to publicly release the result of any revisions that may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such
statements.
Important
Merger Information and Additional Information
This communication is being made in
respect of the proposed merger transaction involving Churchill and Youbet. In
connection with the proposed transaction, Churchill has filed with the SEC a
preliminary registration statement on Form S-4 and Youbet will mail a definitive
proxy statement/prospectus to its stockholders, and each will be filing other
documents regarding the proposed transaction with the SEC as well. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
You may obtain copies of all documents filed with the SEC concerning this
proposed transaction, free of charge, at the SEC’s website (www.sec.gov), by
accessing the Churchill website at www.churchilldownsincorporated.com under the
heading “Investor Relations” and then under the link “SEC Filings” or from
Churchill by directing a request to 700 Central Avenue, Louisville, KY 40208.
Alternatively, you may obtain copies by accessing Youbet’s website at
www.Youbet.com under the heading “Investors Relations” and then under the link
“SEC Filings” or from Youbet by directing a request to 5901 De Soto Avenue,
Woodland Hills, CA 91367.
Churchill and Youbet and their
respective directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Churchill directors and officers is available
in Churchill’s proxy statement for its 2009 annual meeting of shareholders and
Churchill’s 2008 Annual Report on Form 10-K, which were filed with the SEC on
April 28, 2009 and March 4, 2009, respectively. Information regarding Youbet
directors and executive officers is available in Youbet’s proxy statement for
its 2009 annual meeting of stockholders and Youbet’s 2008 Annual Report on Form
10-K, which were filed with the SEC on April 30, 2009 and March 6, 2009,
respectively. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holding and otherwise, will be contained in the definitive proxy
statement/prospectus and other relevant materials to be filed with the SEC when
they become available.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
Dated:
January 25, 2010
|
By:
|
/s/
Susan
Bracey
|
||
|
Name:
|
Susan
Bracey
|
|||
|
Title:
|
Chief
Financial Officer
|
|||
EXHIBIT
INDEX
|
99.1
|
Joint
press release, dated January 25, 2010, of Youbet.com, Inc. and Churchill
Downs Incorporated
|