Delaware
|
06-1515824
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification Number)
|
(Number
of Shares Outstanding
as
of May 6, 2008)
|
||
Common
Stock, par value $0.01 per share
|
30,447,707
|
Part
I - FINANCIAL INFORMATION
|
1
|
|
Item
1.
|
Interim
Consolidated Financial Statements
|
1
|
Consolidated
Balance Sheets
|
1
|
|
Consolidated
Statements of Operations
|
2
|
|
Consolidated
Statements of Cash Flows
|
3
|
|
Notes
to Consolidated Financial Statements
|
4
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
18
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
31
|
Item
4.
|
Controls
and Procedures
|
31
|
|
||
PART
II - OTHER INFORMATION
|
33
|
|
Item
1.
|
Legal
Proceedings
|
33
|
Item
1A.
|
Risk
Factors
|
34
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
35
|
Item
3.
|
Defaults
Upon Senior Securities.
|
35
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
36
|
Item
5.
|
Other
Information
|
36
|
Item
6.
|
Exhibits
|
37
|
SIGNATURES
|
38
|
March 31, 2008
|
December 31, 2007
|
||||||
(unaudited)
|
(Note
1)
|
||||||
ASSETS
|
|||||||
Current
Assets:
|
|||||||
Cash
and cash equivalents
|
$
|
81,580,636
|
$
|
79,170,754
|
|||
Accounts
receivable, net of allowance for doubtful accounts of $242,807 as
of March
31, 2008 and December 31, 2007
|
11,008,707
|
11,133,957
|
|||||
Other
receivables
|
1,205,688
|
1,227,144
|
|||||
Deferred
taxes
|
5,800,000
|
5,800,000
|
|||||
Prepaid
expenses and other current assets
|
1,886,277
|
1,652,608
|
|||||
Total
current assets
|
101,481,308
|
98,984,463
|
|||||
Property
and equipment, net of accumulated depreciation and amortization of
$18,054,276 as of March 31, 2008 and $17,493,847 as of December 31,
2007
|
8,495,251
|
7,730,922
|
|||||
Other
assets
|
269,463
|
328,117
|
|||||
Goodwill
|
40,001,665
|
40,245,413
|
|||||
Other
intangibles, net
|
18,023,815
|
18,368,792
|
|||||
Deferred
taxes
|
10,200,000
|
10,200,000
|
|||||
Restricted
cash
|
618,660
|
576,951
|
|||||
Total
assets
|
$
|
179,090,162
|
$
|
176,434,658
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable
|
$
|
2,022,173
|
$
|
2,189,259
|
|||
Accrued
expenses
|
4,226,256
|
5,006,635
|
|||||
Deferred
revenue
|
17,476,951
|
16,240,008
|
|||||
Other
current liabilities
|
314,288
|
214,654
|
|||||
Current
liabilities of discontinued operations
|
226,034
|
232,242
|
|||||
Total
current liabilities
|
24,265,702
|
23,882,798
|
|||||
Other
liabilities
|
78,857
|
90,105
|
|||||
Total
liabilities
|
24,344,559
|
23,972,903
|
|||||
Stockholders'
Equity:
|
|||||||
Preferred
stock; $0.01 par value; 10,000,000 shares authorized; 5,500 shares
issued
and 5,500 shares outstanding as of March 31, 2008 and December 31,
2007;
the aggregate liquidation preference totals $55,000,000 as of March
31,
2008 and $55,096,424 as of December 31, 2007
|
55
|
55
|
|||||
Common
stock; $0.01 par value; 100,000,000 shares authorized; 36,224,704
shares
issued and 30,445,107 shares outstanding as of March 31, 2008, and
36,006,137 shares issued and 30,254,137 shares outstanding as of
December
31, 2007
|
362,247
|
360,061
|
|||||
Additional
paid-in capital
|
270,913,050
|
270,752,308
|
|||||
Treasury
stock at cost; 5,779,597 shares as of March 31, 2008 and 5,752,000
shares
as of December 31, 2007
|
(9,359,200
|
)
|
(9,033,471
|
)
|
|||
Accumulated
deficit
|
(107,170,549
|
)
|
(109,617,198
|
)
|
|||
Total
stockholders' equity
|
154,745,603
|
152,461,755
|
|||||
Total
liabilities and stockholders' equity
|
$
|
179,090,162
|
$
|
176,434,658
|
For the Three Months Ended March 31,
|
|||||||
2008
|
2007
|
||||||
(unaudited)
|
|||||||
Net
revenue:
|
|||||||
Paid
services
|
$
|
10,759,469
|
$
|
9,438,551
|
|||
Marketing
services
|
8,188,516
|
5,069,013
|
|||||
Total
net revenue
|
18,947,985
|
14,507,564
|
|||||
Operating
expense:
|
|||||||
Cost
of services
|
7,656,127
|
5,626,089
|
|||||
Sales
and marketing
|
3,763,595
|
3,329,740
|
|||||
General
and administrative
|
4,355,545
|
2,708,021
|
|||||
Depreciation
and amortization
|
1,263,604
|
379,207
|
|||||
Total
operating expense
|
17,038,871
|
12,043,057
|
|||||
Operating
income
|
1,909,114
|
2,464,507
|
|||||
Net
interest income
|
686,194
|
600,657
|
|||||
Income
from continuing operations before income taxes
|
2,595,308
|
3,065,164
|
|||||
Provision
for income taxes
|
145,928
|
61,275
|
|||||
Income
from continuing operations
|
2,449,380
|
3,003,889
|
|||||
Discontinued
operations:
|
|||||||
Loss
on disposal of discontinued operations
|
2,731
|
1,385
|
|||||
Loss
from discontinued operations
|
2,731
|
1,385
|
|||||
Net
income
|
2,446,649
|
3,002,504
|
|||||
Preferred
stock cash dividends
|
96,424
|
-
|
|||||
Net
income attributable to common stockholders
|
$
|
2,350,225
|
$
|
3,002,504
|
|||
Basic
net income (loss) per share
|
|||||||
Income
from continuing operations
|
$
|
0.08
|
$
|
0.11
|
|||
Loss
on disposal of discontinued operations
|
(0.00
|
)
|
(0.00
|
)
|
|||
Net
income
|
0.08
|
0.11
|
|||||
Preferred
stock dividends
|
(0.00
|
)
|
-
|
||||
Net
income attributable to common stockholders
|
$
|
0.08
|
$
|
0.11
|
|||
Diluted
net income (loss) per share
|
|||||||
Income
from continuing operations
|
$
|
0.07
|
$
|
0.11
|
|||
Loss
on disposal of discontinued operations
|
(0.00
|
)
|
(0.00
|
)
|
|||
Net
income
|
0.07
|
0.11
|
|||||
Preferred
stock dividends
|
-
|
-
|
|||||
Net
income attributable to common stockholders
|
$
|
0.07
|
$
|
0.11
|
|||
Weighted
average basic shares outstanding
|
30,392,980
|
27,944,360
|
|||||
Weighted
average diluted shares outstanding
|
34,615,221
|
28,383,061
|
For the Three Months Ended March 31,
|
|||||||
2008
|
2007
|
||||||
(unaudited)
|
|||||||
Cash
Flows from Operating Activities:
|
|||||||
Net
income
|
$
|
2,446,649
|
$
|
3,002,504
|
|||
Loss
from discontinued operations
|
2,731
|
1,385
|
|||||
Income
from continuing operations
|
2,449,380
|
3,003,889
|
|||||
Adjustments
to reconcile income from continuing operations to net cash provided
by
operating activities:
|
|||||||
Stock-based
compensation expense
|
701,097
|
593,937
|
|||||
Depreciation
and amortization
|
1,263,604
|
379,207
|
|||||
Deferred
rent
|
81,113
|
35,726
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
125,250
|
652,843
|
|||||
Other
receivables
|
21,456
|
134,783
|
|||||
Prepaid
expenses and other current assets
|
(233,669
|
)
|
(86,515
|
)
|
|||
Other
assets
|
30,841
|
-
|
|||||
Accounts
payable
|
(167,086
|
)
|
371,435
|
||||
Accrued
expenses
|
(683,955
|
)
|
(2,874,651
|
)
|
|||
Deferred
revenue
|
1,236,943
|
1,507,763
|
|||||
Other
current liabilities
|
75,566
|
98
|
|||||
Other
liabilities
|
(11,248
|
)
|
-
|
||||
Net
cash provided by continuing operations
|
4,889,292
|
3,718,515
|
|||||
Net
cash used in discontinued operations
|
(8,939
|
)
|
(324
|
)
|
|||
Net
cash provided by operating activities
|
4,880,353
|
3,718,191
|
|||||
Cash
Flows from Investing Activities:
|
|||||||
Purchase
of Bankers Financial Products Corporation
|
(86,252
|
)
|
-
|
||||
Purchase
of Corsis Technology Group II LLC
|
(20,000
|
)
|
-
|
||||
Purchase
of Weiss Ratings
|
-
|
2,889
|
|||||
Capital
expenditures
|
(1,390,341
|
)
|
(931,118
|
)
|
|||
Proceeds
from the sale of fixed assets
|
28,153
|
- | |||||
Net
cash used in investing activities
|
(1,468,440
|
)
|
(928,229
|
)
|
|||
Cash
Flows from Financing Activities:
|
|||||||
Proceeds
from the exercise of stock options
|
449,486
|
668,404
|
|||||
Costs
associated with the sale of preferred stock
|
(125,000
|
)
|
- | ||||
Cash
dividends paid on common stock
|
(766,231
|
)
|
(709,431
|
)
|
|||
Cash
dividends paid on preferred stock
|
(192,848
|
)
|
-
|
||||
Repayment
of note payable
|
-
|
(22,146
|
)
|
||||
Purchase
of treasury stock
|
(325,729
|
)
|
-
|
||||
Restricted
cash
|
(41,709
|
)
|
-
|
||||
Net
cash used in financing activities
|
(1,002,031
|
)
|
(63,173
|
)
|
|||
Net
increase in cash and cash equivalents
|
2,409,882
|
2,726,789
|
|||||
Cash
and cash equivalents, beginning of period
|
79,170,754
|
46,055,232
|
|||||
Cash
and cash equivalents, end of period
|
$
|
81,580,636
|
$
|
48,782,021
|
|||
Supplemental
disclosures of cash flow information:
|
|||||||
Cash
payments made for interest
|
$
|
10,306
|
$
|
7,053
|
|||
Cash
payments made for income taxes
|
$
|
314,436
|
$
|
183,027
|
Total
revenue
|
$
|
20,040,206
|
||
Net
income
|
$
|
4,043,970
|
||
Basic
net income per share
|
$
|
0.14
|
||
Diluted
net income per share
|
$
|
0.13
|
||
Weighted
average basic shares outstanding
|
29,604,238
|
|||
Weighted
average diluted shares outstanding
|
30,042,939
|
For
the Three Months Ended
March
31,
|
|||||||
2008
|
2007
|
||||||
Expected
option lives
|
3.5 years
|
3.5 years
|
|||||
Expected
volatility
|
47.07
|
%
|
49.73
|
%
|
|||
Risk-free
interest rate
|
2.33
|
%
|
4.63
|
%
|
|||
Expected
dividend yield
|
0.75
|
%
|
1.04
|
%
|
|
Shares
Underlying
Awards
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
($000)
|
|
Weighted
Average
Remaining
Contractual
Life
(In
Years)
|
|
|||||
Awards
outstanding at December 31, 2007
|
1,926,354
|
$
|
6.45
|
||||||||||
Options
granted
|
399,478
|
$
|
11.24
|
||||||||||
Restricted
stock units granted
|
148,261
|
$
|
0.00
|
||||||||||
Options
exercised
|
(107,268
|
)
|
$
|
4.19
|
|||||||||
Shares
issued under restricted stock units
|
(118,041
|
)
|
$
|
0.00
|
|||||||||
Options
cancelled
|
(5,000
|
)
|
$
|
10.24
|
|||||||||
Restricted
stock units cancelled
|
(13,335
|
)
|
$
|
0.00
|
|||||||||
Awards
outstanding at March 31, 2008
|
2,230,449
|
$
|
7.36
|
$
|
5,424
|
2.93
|
|||||||
Awards
vested and expected to vest at March 31, 2008
|
2,078,789
|
$
|
7.25
|
$
|
5,155
|
1.96
|
|||||||
Options
exercisable at March 31, 2008
|
902,302
|
$
|
5.30
|
$
|
3,108
|
1.66
|
|||||||
Restricted
stock units eligible to be issued at March 31, 2008
|
0
|
$
|
0.00
|
$
|
0
|
2.14
|
Unvested
Awards
|
|
Number
of
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|
||
Shares
underlying awards unvested at December 31, 2007
|
1,203,127
|
$
|
4.66
|
||||
Shares
underlying options granted
|
399,478
|
$
|
3.79
|
||||
Shares
underlying restricted stock units granted
|
148,261
|
$
|
12.10
|
||||
Shares
underlying options vested
|
(286,340
|
)
|
$
|
2.50
|
|||
Shares
underlying restricted stock units vested
|
(118,041
|
)
|
$
|
8.59
|
|||
Shares
underlying options cancelled
|
(5,000
|
)
|
$
|
3.81
|
|||
Shares
underlying restricted stock units cancelled
|
(13,335
|
)
|
$
|
9.38
|
|||
Shares
underlying awards unvested at March 31, 2008
|
1,328,150
|
$
|
5.30
|
For the Three Months Ended March 31,
|
|||||||
2008
|
2007
|
||||||
Basic
net income (loss) per share
|
|||||||
Numerator:
|
|||||||
Income
from continuing operations
|
$
|
2,449,380
|
$
|
3,003,889
|
|||
Loss
on disposal of discontinued operations
|
(2,731
|
)
|
(1,385
|
)
|
|||
Preferred
stock cash dividends
|
(96,424
|
)
|
-
|
||||
Numerator
for basic earnings per share -
|
|||||||
Net
income available to common stockholders
|
$
|
2,350,225
|
$
|
3,002,504
|
|||
Denominator:
|
|||||||
Weighted
average basic shares outstanding
|
30,392,980
|
27,944,360
|
|||||
Net
income (loss) per basic share:
|
|||||||
Income
from continuing operations
|
$
|
0.08
|
$
|
0.11
|
|||
Loss
on disposal of discontinued operations
|
(0.00
|
)
|
(0.00
|
)
|
|||
Preferred
stock cash dividends
|
(0.00
|
)
|
-
|
||||
Net
income available to common stockholders
|
$
|
0.08
|
$
|
0.11
|
|||
Dilutive
net income (loss) per share
|
|||||||
Numerator:
|
|||||||
Income
from continuing operations
|
$
|
2,449,380
|
$
|
3,003,889
|
|||
Loss
on disposal of discontinued operations
|
(2,731
|
)
|
(1,385
|
)
|
|||
Preferred
stock cash dividends
|
-
|
-
|
|||||
Numerator
for diluted earnings per share -
|
|||||||
Net
income available to common stockholders
|
$
|
2,446,649
|
$
|
3,002,504
|
|||
Denominator:
|
|||||||
Weighted
average basic shares outstanding
|
30,392,980
|
27,944,360
|
|||||
Weighted
average effect of dilutive securities:
|
|||||||
Employee
stock options and restricted stock units
|
365,299
|
438,701
|
|||||
Convertible
preferred stock
|
3,856,942
|
-
|
|||||
Weighted
average diluted shares outstanding
|
34,615,221
|
28,383,061
|
|||||
Net
income (loss) per diluted share:
|
|||||||
Income
from continuing operations
|
$
|
0.07
|
$
|
0.11
|
|||
Loss
on disposal of discontinued operations
|
(0.00
|
)
|
(0.00
|
)
|
|||
Preferred
stock cash dividends
|
-
|
-
|
|||||
Net
income available to common stockholders
|
$
|
0.07
|
$
|
0.11
|
8.
|
INCOME
TAXES
|
9.
|
ACCRUED
EXPENSES
|
March 31,
|
December 31,
|
||||||
|
2008
|
2007
|
|||||
Payroll
and related costs
|
$
|
1,477,311
|
$
|
821,529
|
|||
Other
liabilities
|
738,037
|
940,170
|
|||||
Professional
fees
|
573,129
|
830,831
|
|||||
Advertising
fees
|
337,310
|
242,242
|
|||||
Distribution
fees
|
334,332
|
270,378
|
|||||
Third
party content and data costs
|
241,843
|
197,319
|
|||||
Consulting
fees
|
182,741
|
39,232
|
|||||
Tax
related costs
|
162,719
|
331,198
|
|||||
Statistical
services fees
|
91,816
|
109,644
|
|||||
Insurance
|
62,297
|
222,207
|
|||||
Bonuses
|
24,721
|
1,001,885
|
|||||
Total
accrued expenses
|
$
|
4,226,256
|
$
|
5,006,635
|
10. |
BUSINESS
CONCENTRATIONS AND CREDIT RISK
|
11.
|
RECENT
EVENTS
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
•
|
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estate,
politics, entrepreneurship, small business, and luxury living across
a
growing network of Web sites; and
|
•
|
Innovative,
interactive solutions for our advertisers, across our full range
of
distribution platforms.
|
•
|
Banner,
tile and interactive advertisement and sponsorship placements in
our
advertising-supported Web sites, TheStreet.com,
Stockpickr.com,
BankingMyWay.com
and MainStreet.com
,
as well as on our paid subscription site, RealMoney;
|
•
|
Advertisement
placements in our free email
newsletters;
|
•
|
Sponsorship
of stand-alone emails to our registered users;
and
|
•
|
Advertisements
in TheStreet.com
TV
and in our audio Podcasts.
|
•
|
Webby
Award nomination for the Company's recently launched personal finance
Web
site MainStreet.com
(www.mainstreet.com) for the Best Business Blog of
2008
|
•
|
Society
of American Editors and Writers Award for Enterprise
Reporting
|
•
|
Society
of American Editors and Writers Award for
Commentary
|
•
|
2007
Media Industry Newsletter “Best of the Web Award,” winner for Editor of a
Web site (David Morrow, the Company’s
editor-in-chief)
|
•
|
2007
Media Industry Newsletter “Best of the Web Award” Finalist, Best Premium
Web site for RealMoney
Silver
|
•
|
2007
Media Industry Newsletter “Best of the Web Award” Finalist, Best Mobile
Application for TheStreet.com
Mobile
|
•
|
2007
Codie Awards finalist for “Best Online News Service,” recognizing the
excellence of TheStreet.com
,
the Company’s free, flagship Web
site
|
•
|
2007
Codie Awards finalist for “Best Financial Blog” for Jim Cramer’s Daily
Booyahs, a column that appears regularly on RealMoney
,
one of the Company’s subscription Web
sites
|
Three Months Ended
March 31, 2008
|
||||
Expected
option lives
|
3.5
years
|
|||
Expected
volatility
|
47.07
|
%
|
||
Risk-free
interest rate
|
2.33
|
%
|
||
Expected
dividend yield
|
0.75
|
%
|
For the Three Months Ended March 31,
|
||||||||||||||||
Revenue:
|
2008
|
Percent
of Total Revenue |
2007
|
Percent
of Total Revenue |
Percent
Change |
|||||||||||
Paid
services
|
$
|
10,759,469
|
57
|
%
|
$
|
9,438,551
|
65
|
%
|
14
|
%
|
||||||
Marketing
services
|
8,188,516
|
43
|
%
|
5,069,013
|
35
|
%
|
62
|
%
|
||||||||
Total
revenue
|
$
|
18,947,985
|
100
|
%
|
$
|
14,507,564
|
100
|
%
|
31
|
%
|
For
the Three Months Ended
March 31, |
Percent
|
|||||||||
2008
|
2007
|
Change
|
||||||||
Paid
services:
|
||||||||||
Subscription
|
$
|
8,046,390
|
$
|
8,743,015
|
-8
|
%
|
||||
Syndication,
licensing and
information services
|
2,713,079
|
695,536
|
290
|
%
|
||||||
Total
|
$
|
10,759,469
|
$
|
9,438,551
|
14
|
%
|
For the Three Months Ended
March 31, |
Percent
|
|||||||||
2008
|
2007
|
Change
|
||||||||
Marketing services:
|
||||||||||
Advertising
|
$
|
5,962,745
|
$
|
5,069,013
|
18
|
%
|
||||
Interactive
marketing services
|
2,225,771
|
-
|
N/A
|
|||||||
Total
|
$
|
8,188,516
|
$
|
5,069,013
|
62
|
%
|
For the Three Months Ended
March 31, |
Percent
|
|||||||||
2008
|
2007
|
Change
|
||||||||
Operating
expense:
|
||||||||||
Cost
of services
|
$
|
7,656,127
|
$
|
5,626,089
|
36
|
%
|
||||
Sales
and marketing
|
3,763,595
|
3,329,740
|
13
|
%
|
||||||
General
and administrative
|
4,355,545
|
2,708,021
|
61
|
%
|
||||||
Depreciation
and amortization
|
1,263,604
|
379,207
|
233
|
%
|
||||||
Total
operating expense
|
$
|
17,038,871
|
$
|
12,043,057
|
41
|
%
|
For
the Three Months
Ended March 31, |
Percent
|
|||||||||
2008
|
2007
|
Change
|
||||||||
Net
interest income
|
$
|
686,194
|
$
|
600,657
|
14
|
%
|
For the Three Months
Ended March 31, |
Percent
|
|||||||||
2008
|
2007
|
Change
|
||||||||
Loss
on disposal of discontinued operations
|
$
|
2,731
|
$
|
1,385
|
97
|
%
|
March
31,
|
December
31,
|
||||||
2008
|
2007
|
||||||
Current
liabilities
|
$
|
226,034
|
$
|
232,242
|
For the Three Months Ended
March 31, |
|||||||
2008
|
2007
|
||||||
Net
income
|
$
|
2,446,649
|
$
|
3,002,504
|
|||
Less
net interest income
|
(686,194
|
)
|
(600,657
|
)
|
|||
Add
taxes
|
145,928
|
106,900
|
|||||
Add
depreciation and amortization
|
1,263,604
|
379,207
|
|||||
EBITDA
|
$
|
3,169,987
|
$
|
2,887,954
|
·
|
lower
annual incentive compensation payments during the three months ended
March
31, 2008 related to the 2007 fiscal year, as compared to payments
made
during the three months ended March 31, 2007 related to the 2006
fiscal
year; and
|
·
|
increased
noncash expenses, particularly related to amortization of intangible
assets associated with the acquisitions of Stockpickr LLC, Corsis
Technology Group II LLC (renamed Promotions.com LLC) and Bankers
Financial
Products Corporation;
|
·
|
a
lower reduction of receivables during the three months ended March
31,
2008, as compared to the three months ended March 31, 2007;
and
|
·
|
a
decrease in accounts payable in the three months ended March 31,
2008, as
compared to an increase during the three months ended March 31,
2007.
|
Payments Due by Period
|
||||||||||||||||
Less Than
|
After
|
|||||||||||||||
Contractual obligations:
|
Total
|
1 Year
|
1 – 3 Years
|
4 – 5 Years
|
5 Years
|
|||||||||||
Operating
leases
|
$
|
4,372,073
|
$
|
1,713,359
|
$
|
1,664,575
|
$
|
507,083
|
$
|
487,056
|
||||||
Employment
agreements
|
8,739,530
|
4,074,092
|
4,665,438
|
-
|
-
|
|||||||||||
Outside
contributor agreements
|
400,538
|
400,538
|
-
|
-
|
-
|
|||||||||||
Leases
payable
|
95,566
|
41,795
|
53,771
|
-
|
-
|
|||||||||||
Total
contractual cash obligations
|
$
|
13,607,707
|
$
|
6,229,784
|
$
|
6,383,784
|
$
|
507,083
|
$
|
487,056
|
Period
|
(a) Total
Number
of Shares
(or Units)
Purchased
|
(b)
Average
Price
Paid per
Share (or
Unit)
|
(c) Total Number
of Shares (or
Units) Purchased
as Part of Publicly
Announced Plans
or Programs
|
(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs *
|
|||||||||
January
1 – 31, 2008
|
-
|
$
|
-
|
-
|
$
|
2,678,878
|
|||||||
February
1 – 29, 2008
|
-
|
$
|
-
|
-
|
$
|
2,678,878
|
|||||||
March
1 – 31, 2008
|
-
|
$
|
-
|
-
|
$
|
2,678,878
|
|||||||
Total
|
-
|
$
|
-
|
-
|
$
|
2,678,878
|
Exhibit
Number |
Description
|
|
*3.1
|
Amended
and Restated Certificate of Incorporation of the Company, incorporated
by
reference to the Exhibits to the Company’s Registration Statement on Form
S-1 filed February 23, 1999.
|
|
*3.2
|
Certificate
of Designation of the Company’s Series B Preferred Stock, as filed with
the Secretary of State of the State of Delaware on November 15, 2007,
incorporated by reference to the Exhibits to the Company’s Current Report
on Form 8-K filed November 20, 2007.
|
|
*3.3
|
Amended
and Restated Bylaws of the Company, incorporated by reference to
the
Exhibits to the Company’s Annual Report on Form 10-K filed March 30,
2000.
|
|
*4.1
|
Amended
and Restated Registration Rights Agreement dated December 21, 1998,
by and
among the Company and the stockholders named therein, incorporated
by
reference to the Exhibits to the Company’s Registration Statement on Form
S-1 filed February 23, 1999.
|
|
*4.2
|
Form
of Rights Agreement incorporated by reference to the Exhibits to
the
Company’s Registration Statement on Form S-1 filed February 23,
1999.
|
|
*4.3
|
Amendment
No. 1 to the Rights Agreement dated August 7, 2000, incorporated
by
reference to the Exhibits to the Company’s Annual Report on Form 10-K
filed April 2, 2001.
|
|
*4.4
|
Amendment
No. 2 to the Rights Agreement dated November 15, 2007 by and between
the
Company and American Stock Transfer & Trust Company, as Rights Agent,
incorporated by reference to the Exhibits to the Company’s Current Report
on Form 8-K filed November 20, 2007.
|
|
*4.5
|
Option
to Purchase Common Stock dated November 1, 2007, incorporated by
reference
to the Company’s Current Report on Form 8-K filed November 6,
2007.
|
|
*4.6
|
Investor
Rights Agreement dated November 15, 2007 by and among the Company,
TCV VI,
L.P. and TCV Member Fund, L.P., incorporated by reference to the
Exhibits
to the Company’s Current Report on Form 8-K filed November 20,
2007.
|
|
*4.7
|
Warrant
dated November 15, 2007 issued by the Company to TCV VI, L.P.,
incorporated by reference to the Exhibits to the Company’s Current Report
on Form 8-K filed November 20, 2007.
|
|
*4.8
|
Warrant
dated November 15, 2007 issued by the Company to TCV Member Fund,
L.P.,
incorporated by reference to the Exhibits to the Company’s Current Report
on Form 8-K filed November 20, 2007.
|
|
*4.9
|
Specimen
certificate for the Company’s shares of common stock, incorporated by
reference to the Exhibits to Amendment 3 to the Company’s Registration
Statement on Form S-1 filed April 19, 1999.
|
|
*10.1
|
Letter
Agreement dated February 11, 2008 amending the Employment Agreement
by and
between James Cramer and the Company, incorporated by reference to
the
Exhibits to the Company’s Current Report on Form 8-K filed February 19,
2008.
|
|
31.1
|
Rule
13a-14(a) Certification of CEO.
|
|
31.2
|
Rule
13a-14(a) Certification of CFO.
|
|
32.1
|
Section
1350 Certification of CEO.
|
|
32.2
|
Section
1350 Certification of CFO.
|
|
*
Incorporated by Reference
|
THESTREET.COM,
INC.
|
||
Date:
May 9, 2008
|
By:
|
/s/
Thomas J. Clarke, Jr.
|
Name:
Thomas J. Clarke, Jr.
|
||
Title:
Chairman of the Board and Chief Executive Officer
|
||
Date:
May 9, 2008
|
By:
|
/s/
Eric Ashman
|
Name:
Eric Ashman
|
||
Title:
Chief Financial Officer
|
Exhibit
Number |
Description
|
|
*3.1
|
Amended
and Restated Certificate of Incorporation of the Company, incorporated
by
reference to the Exhibits to the Company’s Registration Statement on Form
S-1 filed February 23, 1999.
|
|
*3.2
|
Certificate
of Designation of the Company’s Series B Preferred Stock, as filed with
the Secretary of State of the State of Delaware on November 15, 2007,
incorporated by reference to the Exhibits to the Company’s Current Report
on Form 8-K filed November 20, 2007.
|
|
*3.3
|
Amended
and Restated Bylaws of the Company, incorporated by reference to
the
Exhibits to the Company’s Annual Report on Form 10-K filed March 30,
2000.
|
|
*4.1
|
Amended
and Restated Registration Rights Agreement dated December 21, 1998,
by and
among the Company and the stockholders named therein, incorporated
by
reference to the Exhibits to the Company’s Registration Statement on Form
S-1 filed February 23, 1999.
|
|
*4.2
|
Form
of Rights Agreement incorporated by reference to the Exhibits to
the
Company’s Registration Statement on Form S-1 filed February 23,
1999.
|
|
*4.3
|
Amendment
No. 1 to the Rights Agreement dated August 7, 2000, incorporated
by
reference to the Exhibits to the Company’s Annual Report on Form 10-K
filed April 2, 2001.
|
|
*4.4
|
Amendment
No. 2 to the Rights Agreement dated November 15, 2007 by and between
the
Company and American Stock Transfer & Trust Company, as Rights Agent,
incorporated by reference to the Exhibits to the Company’s Current Report
on Form 8-K filed November 20, 2007.
|
|
*4.5
|
Option
to Purchase Common Stock dated November 1, 2007, incorporated by
reference
to the Company’s Current Report on Form 8-K filed November 6,
2007.
|
|
*4.6
|
Investor
Rights Agreement dated November 15, 2007 by and among the Company,
TCV VI,
L.P. and TCV Member Fund, L.P., incorporated by reference to the
Exhibits
to the Company’s Current Report on Form 8-K filed November 20,
2007.
|
|
*4.7
|
Warrant
dated November 15, 2007 issued by the Company to TCV VI, L.P.,
incorporated by reference to the Exhibits to the Company’s Current Report
on Form 8-K filed November 20, 2007.
|
|
*4.8
|
Warrant
dated November 15, 2007 issued by the Company to TCV Member Fund,
L.P.,
incorporated by reference to the Exhibits to the Company’s Current Report
on Form 8-K filed November 20, 2007.
|
|
*4.9
|
Specimen
certificate for the Company’s shares of common stock, incorporated by
reference to the Exhibits to Amendment 3 to the Company’s Registration
Statement on Form S-1 filed April 19, 1999.
|
|
*10.1
|
Letter
Agreement dated February 11, 2008 amending the Employment Agreement
by and
between James Cramer and the Company, incorporated by reference to
the
Exhibits to the Company’s Current Report on Form 8-K filed February 19,
2008.
|
|
31.1
|
Rule
13a-14(a) Certification of CEO.
|
|
31.2
|
Rule
13a-14(a) Certification of CFO.
|
|
32.1
|
Section
1350 Certification of CEO.
|
|
32.2
|
Section
1350 Certification of CFO.
|
|
*
Incorporated by Reference
|