UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 2, 2005
The Knot, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-28271 13-3895178
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
462 Broadway, 6th Floor, New York, New York 10013
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 219-8555
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(Former name or former address, if changed since last report)
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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:
|_| 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 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On June 2, 2005, the board of directors of The Knot, Inc. (the "Company"),
acting pursuant to authority granted by the Company's Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws, increased the size
of the board from five to six members. The board appointed Matthew Strauss as a
Class I director to fill a vacancy existing on the board prior to the increase,
and appointed Lisa Gersh Hall as a Class III director to the directorship
created by the increase. As a Class I director, Mr. Strauss's term of office
will expire at the Company's 2006 Annual Meeting of Stockholders. As a Class III
director, Ms. Hall's term of office will expire at the Company's 2008 Annual
Meeting of Stockholders.
The board also appointed Mr. Strauss to the board's compensation committee as
Chairman, and appointed Ms. Hall to the board's audit committee.
There is no arrangement or understanding between Mr. Strauss and other persons
pursuant to which Mr. Strauss was selected as a director. There is no
arrangement or understanding between Ms. Hall and other persons pursuant to
which Ms. Hall was selected as a director.
Mr. Strauss is Vice President of Content Development at Comcast Corporation.
Under royalty-free license agreements with Comcast Cable Communications, LLC and
Comcast Online, the Company provides video-on-demand programming content and
certain editorial content for use by these affiliates of Comcast Corporation in
connection with their cable and online properties. The Company entered into
these agreements to build further brand recognition for The Knot.
Ms. Hall is the President, Chief Operating Officer and Co-Founder of The Oxygen
Network run by Oxygen Media LLC ("Oxygen"). Under a letter agreement with Oxygen
and an independent producer, the Company has collaborated with Oxygen in the
creation and production of two television miniseries entitled "Real Weddings
from The Knot." The letter agreement does not provide for any payments to be
made between the Company and Oxygen. Through these reality-based television
shows, The Knot expands the awareness of its brand and services to a broad
national audience.
On June 6, 2005, the Company issued a press release announcing the board's
appointment of Mr. Strauss and Ms. Hall. A copy of the Company's press release
is attached as Exhibit 99.1 hereto, and is incorporated by reference into this
report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated June 6, 2005.
SIGNATURE
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.
THE KNOT, INC.
(Registrant)
Date: June 6, 2005 By: /s/ RICHARD E. SZEFC
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Richard E. Szefc
Chief Financial Officer, Treasurer and
Secretary
EXHIBIT INDEX
99.1 Press Release dated June 6, 2005.