To: YourKing who wrote (105016 ) 1/16/2004 11:46:10 AM From: Bob B. Read Replies (2) | Respond to of 208838 Just sold my PCOR based on some digging, sold at break even: Form 8-K for PINNACOR INC -------------------------------------------------------------------------------- 24-Jul-2003 Other Events and Financial Statements & Exhibits Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On July 22, 2003, NMP, Inc., a Delaware corporation ("Holdco"), MarketWatch.com, Inc., a Delaware corporation ("MarketWatch.com"), Pinnacor Inc., a Delaware corporation ("Pinnacor"), Maple Merger Sub, Inc., a wholly-owned subsidiary of Holdco ("Maple Merger Sub"), and Pine Merger Sub, Inc., a wholly-owned subsidiary of Holdco ("Pine Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") under which Maple Merger Sub will merge with and into MarketWatch.com (the "Parent Merger") and Pine Merger Sub will merge with and into Pinnacor (the "Company Merger" and together with the Parent Merger, the "Mergers") whereby after the Mergers each of MarketWatch.com and Pinnacor will be direct wholly owned subsidiaries of Holdco. Subject to the terms and conditions of the Merger Agreement, Pinnacor stockholders will be able to elect to receive either $2.42 in cash or 0.2659 shares of Holdco common stock for each share of Pinnacor commmon stock, subject to proration, upon the consummation of the Company Merger. MarketWatch.com stockholders will receive, on a one for one basis, shares of Holdco common stock. In addition, Holdco will assume Pinnacor's outstanding stock options and warrants. The Mergers are intended to qualify as a tax-free exchange for federal income tax purposes, except that gain, if any, will be taxable to the extent of any cash received by Pinnacor stockholders in the Company Merger. The Merger Agreement is attached hereto as Exhibit 2.1 and incorporated herein by reference.