UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): July 31, 2007
Answers
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
|
1-32255
|
98-0202855
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
237
West 35th
Street, Suite 1101
New
York, New York 10001
(Address
of Principal Executive Offices)
(646)
502-4777
(Registrant’s
Telephone Number, Including Area Code)
_______________
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
Effective
as of July 31, 2007,
Answers
Corporation, a Delaware corporation (the “Company”),
entered into an amendment (the “Amendment”)
to its
Purchase Agreement, dated as of July 13, 2007 (the “Agreement”),
with
Lexico Publishing Group, LLC, a California limited liability company
(“Lexico”),
Brian
Kariger, as trustee of the Brian Patrick Kariger Charitable Remainder Unitrust
Trust dated April 9, 2007, Brian Kariger, as trustee of the Brian Patrick
Kariger Revocable Trust dated February 9, 2007, Daniel Fierro (collectively,
the
“Sellers”)
and
Brian
Kariger, as the Sellers’ representative,
pursuant to which the Company will acquire all of Lexico’s outstanding limited
liability interests.
The
Amendment changes the Closing Net Working Capital in Sections 1.2.2.1 and
1.2.2.2 of the Agreement from $500,000 to $650,000. A copy of the Amendment
is
filed as Exhibit 10.1
to
this Form 8-K and incorporated by reference herein.
Item
9.01 Exhibits
(d)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
First
Amendment to the Purchase Agreement, dated as of July 31, 2007, between
Answers Corporation and Brian Kariger, as Sellers
Representative.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
ANSWERS CORPORATION |
| |
|
| |
|
| |
By:
/s/
Caleb A. Chill
Caleb
A. Chill, Esq.
General
Counsel
|
| |
|
Dated:
August 6, 2007