UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
February 18, 2005 (February 17, 2005)
INVESTOOLS INC.
Exact Name of Registrant as Specified in its Charter
DELAWARE 0-31226 76-0685039
(State of Incorporation (Commission File Number) (I.R.S. Employer
or Organization) Identification No.)
585 East 1860 South, Provo, Utah 84606
Address of Principal Executive Offices Zip Code
(801) 724-6913
Registrant's telephone number,
including area code
5959 Corporate Drive, Suite LL250, Houston, Texas 77036
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:
[_] 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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02 Results of Operations and Financial Conditions.
On February 18, 2005, INVESTools Inc. (the "Company") announced its balance
of cash, marketable securities and restricted cash for the fourth quarter. For
purposes of this Item 2.02, a copy of the press release is furnished as Exhibit
99.1 to this report and is incorporated herein by reference. The information
contained in this Item 2.02 of Form 8-K, shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
it shall not be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
(a) On February 18, 2005, the Company announced that management, in
consultation with the Company's Audit Committee and its independent registered
public accounting firm, KPMG, concluded on February 17, 2005, that the Company's
previously issued financial statements filed on Form 10-K for the years ended
December 31, 2002 and 2003, and on Form 10-Q for the quarterly periods ended
March 31, June 30 and September 30, 2004 should no longer be relied upon. The
Company will restate these previously issued financial statements, and
management and the Audit Committee have discussed with KPMG the matters
affecting the restatement. The determination to restate prior period financial
statements is based on preliminary results of an ongoing review of revenue
recognition policies by the Company. A copy of the press release announcing the
restatement is attached as Exhibit 99.1 to this report and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Press release dated February 18, 2005 issued by the Company.
99.1 Press release dated February 18, 2005 issued by the Company.
SIGNATURES
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.
INVESTOOLS, INC.
By: /s/ Ida K. Kane
------------------------------
Ida K. Kane
Chief Financial Officer
Dated: February 18, 2005
EXHIBIT INDEX
No. Description
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10.1 Press release dated February 18, 2005 issued by the Company.
99.1 Press release dated February 18, 2005 issued by the Company.