SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
MARKETWATCH.COM, INC.
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(Name of Issuer)
Common Stock, par value $ .01 per share
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(Title of Class of Securities)
570619106
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(CUSIP Number)
Thomas Wharton
c/o Pearson Inc.
1330 Avenue of the Americas, 7th Floor
New York, New York 10019
(212) 641-2421
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With Copies To:
Howard A. Kenny, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
January 16, 2004
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13D to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
(1)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 570619106 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PEARSON PLC EIN:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND & WALES
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7 SOLE VOTING POWER
0
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,636,814
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,636,814
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,636,814
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 570619106 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PEARSON INTERNATIONAL FINANCE LTD. (F/K/A SPINMERIT LTD.)
EIN:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND & WALES
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7 SOLE VOTING POWER
0
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,636,814
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,636,814
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,636,814
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
This Statement on Schedule 13D relates to the Common Stock, par value
$.01 per share (the "Common Stock"), of MarketWatch.com, Inc., a Delaware
Corporation (f/k/a NMP Inc.), ("Company" or "Issuer") with its principal
executive office located at 825 Battery Street, San Francisco, CA 94111. The
Issuer's Common Stock were acquired by the Reporting Persons as a result of the
merger of MarketWatch Media Inc.(f/k/a MarketWatch.com Inc.) and Pinnacor Inc.,
a wholly-owned subsidiary of the Issuer on January 16, 2004 (the "Merger"),
pursuant to which, among other things, each share of common stock of MarketWatch
Media, Inc. was exchanged for one share of Common Stock of the Company.
Item 2. Identity and Background
This Statement is being filed by each of the following persons
pursuant to Rule 13d-2(a) promulgated by the Securities and Exchange Commission
(the "Commission"): (i) Pearson plc, a corporation organized under the laws of
England & Wales ("Pearson"), and (ii) Pearson International Finance Ltd., a
corporation organized under the laws of England & Wales and a wholly-owned
direct subsidiary of Pearson ("PIFL") (collectively, the "Reporting Persons").
Pearson is an international media company. PIFL is a wholly-owned
subsidiary of Pearson.
The executive officers and directors of Pearson and PIFL, as of May 1,
2004, are set forth on Schedules A and B attached hereto, containing the
following information with respect to each such person:
(a) Name and Position;
(b) Residence or business address;
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
During the last five years, none of the Reporting Persons or any
person named in any of Schedules A and B attached hereto has been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Issuer's Common Stock were acquired by the Reporting Persons as a
result of the merger of MarketWatch Media Inc.(f/k/a MarketWatch.com Inc.) and
Pinnacor Inc., a wholly-owned subsidiary of the Issuer on January 16, 2004 (the
"Merger"), pursuant to which, among other things, each share of common stock of
MarketWatch Media, Inc. was exchanged for one share of Common Stock of the
Company.
4
Item 4. Purposes of Transactions
Except set forth in Item 6 below, the Reporting Persons have no
current plan or proposal that relates to, or would result in, any of the actions
enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Notwithstanding the foregoing, the Reporting Persons may, at any time and from
time to time, purchase additional Common Stock of the Issuer and may dispose of
any and all Common Stock of the Issuer held by them.
The information set forth under Item 6 below is incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer
(a) and (b) PIFL is the beneficial owner of 5,636,814 shares, or
approximately 22.5%, of the Issuer's issued and outstanding Common Stock (based
on approximately 25,057,910 Common Stock as reported by the Issuer to be issued
and outstanding as of May 31, 2004).
Pearson, which is the parent company of PIFL, may be deemed also to
beneficially own these shares of Common Stock indirectly as a result of its
control relationship with PIFL. Any such beneficial ownership would represent
the same shared voting and dispositive power exercised by PIFL over the shares.
Pearson disclaims beneficial ownership of the shares.
(c) None
(d) None
(e) None
Item 6. Contract, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer
Pursuant to an Agreement and Plan of Merger, dated as of July 22, 2003
and amended as of December 15, 2003 (the "Merger Agreement"), by and among the
Company, MarketWatch Media, Inc. (f/k/a MarketWatch.com, Inc.) ("MarketWatch
Media"), Pinnacor Inc. ("Pinnacor"), Maple Merger Sub, Inc. ("Maple Merger Sub")
and Pine Merger Sub, Inc. ("Pine Merger Sub"), Maple Merger Sub merged with and
into MarketWatch Media (the "MarketWatch Merger") and Pine Merger Sub merged
with and into Pinnacor (the "Pinnacor Merger" and together with the MarketWatch
Merger, the "Merger"). After the Merger, which closed on January 16, 2004,
MarketWatch Media and Pinnacor became a wholly-owned subsidiary of the Issuer.
5
In connection with the Merger, pursuant to the Voting and Waiver
Agreement (the "Voting Agreement") , dated July 22, 2003 and amended as of
December 15, 2003, by and among CBS Broadcasting Inc. ("CBSBI"), MarketWatch.com
Inc., Pinnacor, Inc. and PIFL, the following agreements were assigned by
MarketWatch.com Inc., to Issuer.
o The First Amended and Restated Stockholders' Agreement, was
entered into March 23, 2004 and deemed effective as of January
16, 2004, (the "Stockholders' Agreement"), by and among CBSBI,
Pearson Overseas Holdings Limited ("POHL")(another subsidiary of
Pearson from which PIFL has acquired the shares of the Issuer's
Common Stock and as a result succeeded to the interests of POHL
in this Stockholders' Agreement), MarketWatch.com, Inc. and NMP,
Inc., and assigned to the Issuer as a result of the Merger. The
amended and restated Stockholders' Agreement provides that CBSBI
and PIFL each has the right to nominate a number of candidates to
the Issuer's board of directors based upon the percentage of
outstanding voting securities then held by CBSBI and PIFL and a
mutual right of first refusal in the event that either party
desires to sell any of the Issuer's securities held by it to a
third party. In addition, each of CBSBI and PIFL has the right to
purchase additional shares of the Common Stock if the Issuer
proposes to issue additional securities. If a competitor of CBSBI
directly or indirectly acquires more than 30% of the voting power
of PIFL or substantially all of PIFL's assets at a time when PIFL
beneficially owns at least 10% of the Issuer's outstanding Common
Stock, CBSBI may within sixty days either purchase all of the
Issuer's securities held by PIFL or require PIFL to place the
securities in a trust, which would then dispose of the
securities. At such time PIFL would forfeit its board
representation in either event. The description of the First
Amended and Restated Stockholders' Agreement is qualified in its
entirety by reference to the First Amended and Restated
Stockholders' Agreement, which is Exhibit 4 hereto, and is
incorporated by reference herein.
o The registration rights agreement (the "Registration Rights
Agreement"), entered into in January 1999, by CBSBI,
MarketWatch.com, Inc. and DBC, pursuant to which CBSBI has
certain demand, piggyback and shelf registration rights. This
description of the Registration Rights Agreement is qualified in
its entirety by reference to the Registration Rights Agreement,
which is Exhibit 5 hereto, and is incorporated by reference
herein.
The description of the Voting Agreement is qualified in its entirety
by reference to the Voting and Waiver Agreement and Amendment No. 1 to the
Voting and Waiver Agreement, which are Exhibit 6 and Exhibit 7 hereto, and
is incorporated by reference herein.
Except as described in this Item 6, none of the Reporting Persons have
any other existing agreement with respect to the Common Stock or other
securities of the Issuer.
6
Item 7. Materials to Be Filed as Exhibits
Exhibit 1: Agreement relating to the filing of joint acquisition statements
as required by Rule 13d-1 (k) (1) under the Securities Exchange
Act of 1934, as amended.
Exhibit 2: Agreement of Plan of Merger, dated as of July 22, 2003, by and
among the Company, MarketWatch Media, Pinnacor, Maple Merger Sub
and Pine Merger Sub (incorporated by reference to Exhibit 99.1,
filed with MarketWatch Media's Report on Form 8-K (File No.
000-25113) on July 23, 2003).
Exhibit 3: Amendment No. 1 to the Agreement and Plan of Merger, dated as of
December 15, 2003, by and among the Issuer, MarketWatch Media,
Pinnacor, Maple Merger Sub and Pine Merger Sub (incorporated by
reference to Exhibit 99.1, filed with MarketWatch Media's Report
on Form 8-K (File No. 000-25113) on December 15, 2003).
Exhibit 4: First Amended and Restated Stockholders' Agreement, dated as of
March 23, 2004, effective January 16, 2004 by and among CBS
Broadcasting Inc., Pearson Overseas Holdings Limited,
MarketWatch.com, Inc. and NMP, Inc. (incorporated by reference to
Exhibit 4.04, filed with MarketWatch.com Inc.'s Annual Report on
Form 10-K (File No. 000-50562) on March 30, 2004).
Exhibit 5: Registration Rights Agreement, dated as of January 13, 1999,
among MarketWatch.com, Inc.(now merged into a subsidiary of the
Issuer), Data Broadcasting Corporation and CBS Broadcasting
Inc.(incorporated by reference to Exhibit 4.02 filed with
MarketWatch.com Inc.'s Annual Report on Form 10-K (File No.
000-25113) on March 31, 1999).
Exhibit 6: Voting and Waiver Agreement, dated July 22, 2003, by and among
the Issuer, MarketWatch.com Inc., (now merged into a subsidiary
of the Issuer), Pinnacor Inc. and Pearson International Finance
Ltd. (incorporated by reference to Exhibit 99.2, filed with
MarketWatch Media's Report on Form 8-K (File No.000-25113) on
July 23, 2003).
Exhibit 7: Amendment No.1 to the Voting and Waiver Agreement, dated December
15, 2003, by and among the Issuer, MarketWatch.com Inc., (now
merged into a subsidiary of the Issuer), Pinnacor Inc. and
Pearson International Finance Ltd. (incorporated by reference to
Exhibit 99.2, filed with MarketWatch Media's Report on Form 8-K
(File No. 000-25113) on December 15, 2003).
7
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: July 9, 2004
Pearson plc
By: /s/ Stephen Jones
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Name: Stephen A. Jones
Title: Deputy Secretary
Pearson International Finance Ltd.
By: /s/ Stephen Jones
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Name: Stephen A. Jones
Title: Secretary
8
EXHIBIT INDEX
Exhibit 1: Agreement relating to the filing of joint acquisition statements
as required by Rule 13d-1 (k) (1) under the Securities Exchange
Act of 1934, as amended.
Exhibit 2: Agreement of Plan of Merger, dated as of July 22, 2003, by and
among the Company, MarketWatch Media, Pinnacor, Maple Merger Sub
and Pine Merger Sub (incorporated by reference to Exhibit 99.1,
filed with MarketWatch Media's Report on Form 8-K (File No.
000-25113) on July 23, 2003).
Exhibit 3: Amendment No. 1 to the Agreement and Plan of Merger, dated as of
December 15, 2003, by and among the Issuer, MarketWatch Media,
Pinnacor, Maple Merger Sub and Pine Merger Sub (incorporated by
reference to Exhibit 99.1, filed with MarketWatch Media's Report
on Form 8-K (File No. 000-25113) on December 15, 2003).
Exhibit 4: First Amended and Restated Stockholders' Agreement, dated as of
March 23, 2004, effective January 16, 2004 by and among CBS
Broadcasting Inc., Pearson Overseas Holdings Limited,
MarketWatch.com, Inc. and NMP, Inc. (incorporated by reference to
Exhibit 4.04, filed with MarketWatch.com Inc.'s Annual Report on
Form 10-K (File No. 000-50562) on March 30, 2004).
Exhibit 5: Registration Rights Agreement, dated as of January 13, 1999,
among MarketWatch.com, Inc.(now merged into a subsidiary of the
Issuer), Data Broadcasting Corporation and CBS Broadcasting
Inc.(incorporated by reference to Exhibit 4.02 filed with
MarketWatch.com Inc.'s Annual Report on Form 10-K (File No.
000-25113) on March 31, 1999).
Exhibit 6: Voting and Waiver Agreement, dated July 22, 2003, by and among
the Issuer, MarketWatch.com Inc., (now merged into a subsidiary
of the Issuer), Pinnacor Inc. and Pearson International Finance
Ltd. (incorporated by reference to Exhibit 99.2, filed with
MarketWatch Media's Report on Form 8-K (File No.000-25113) on
July 23, 2003).
Exhibit 7: Amendment No.1 to the Voting and Waiver Agreement, dated December
15, 2003, by and among the Issuer, MarketWatch.com Inc., (now
merged into a subsidiary of the Issuer), Pinnacor Inc. and
Pearson International Finance Ltd. (incorporated by reference to
Exhibit 99.2, filed with MarketWatch Media's Report on Form 8-K
(File No. 000-25113) on December 15, 2003).
9
SCHEDULE A
Name, position, business address and present principal occupation or
employment of the directors and executive officers of
PEARSON PLC
Present Principal Occupation and
Name & Position Business Address(1) Address of Employment
---------------------------------- ------------------------------------- ----------------------------------------
Lord Stevenson Chairman of Pearson plc
Chairman 80 Strand, London WC2R 0RL
Marjorie Scardino Chief Executive of Pearson plc
Chief Executive 80 Strand, London WC2R 0RL
David Bell Chairman of the FT Group
Director for People c/o Pearson plc
Chairman of FT Group 80 Strand, London WC2R 0RL
Lord Burns Member of the House of Lords
Non-Executive Director 13 North Avenue, London W13 8AP
Patrick Cescau Director of Unilever plc and NV
Non-Executive Director Unilever House, Blackfriars, P.O. Box 68
London EC4P 4BQ
Rona Fairhead Chief Financial Officer of Pearson plc
Chief Financial Officer 80 Strand, London WC2R 0RL
Peter Jovanovich Chief Executive of Pearson Education
Chief Executive, Pearson Education c/o Pearson plc
80 Strand, London WC2R 0RL
John Makinson Chairman of the Penguin Group
Chairman/Chief Executive, c/o Pearson plc
Penguin Group 80 Strand, London WC2R 0RL
Reuben Mark Chairman and Chief Executive of
Non-Executive Director Colgate Palmolive Company
300 Park Avenue, NY,NY 10022-7499
Vernon Sankey Various directorships
Non-Executive Director Non-executive director of Pearson plc
80 Strand, London WC2R 0RL
Rana Talwar Various directorships
Non-Executive Director Non-executive director of Pearson plc
80 Strand, London WC2R 0RL
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(1) The business address for each director and executive officer of Pearson plc
is 80 Strand, London WC2R 0RL.
10
SCHEDULE B
Name, position, business address and present principal occupation or
employment of the directors and executive officers of
PEARSON INTERNATIONAL FINANCE LTD.
Present Principal Occupation and
Name & Position Business Address(1) Address of Employment
---------------------------------- ------------------------------------- ----------------------------------------
David H. Colville Chartered Accountant of Pearson plc
Director 80 Strand, London WC2R 0RL
Rona Fairhead Chief Financial Officer of Pearson plc
Director 80 Strand, London WC2R 0RL
Alan Miller Director of Purchasing for Pearson plc
Director 80 Strand, London WC2R 0RL
Stephen Jones Deputy Secretary of Pearson plc
Secretary 80 Strand, London WC2R 0RL
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(1) The business address for each director and executive officer of Pearson
International Finance Ltd. is 80 Strand, London WC2R 0RL.
11