e424b3
Filed
pursuant to Rule 424(b)(3)
Registration Statement
No. 333-165542
PROSPECTUS
248,000 Shares
DOLAN MEDIA COMPANY
COMMON STOCK
This prospectus relates to the offer and sale from time to time
of up to 248,000 shares of our common stock by the selling
stockholders identified in this prospectus. We issued these
shares to the selling stockholders on December 31, 2009, as
partial consideration when we purchased 71,230 common units of
our majority-owned subsidiary, American Processing Company, LLC
d/b/a NDeX (representing a 5.1% interest therein), from the
selling stockholders under the terms of a common unit purchase
agreement. We will not receive any proceeds from the sale of the
shares by the selling stockholders.
Our common stock is listed on the New York Stock Exchange under
the symbol DM. On March 15, 2010, the closing
sales price of our common stock as reported on the New York
Stock Exchange was $10.04 per share.
Investing in our common stock involves a number of risks. See
Risk Factors on page 1 of this prospectus to
read about factors you should carefully consider before buying
shares of our common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is April 9, 2010
TABLE OF
CONTENTS
|
|
|
|
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
3
|
|
|
|
|
3
|
|
|
|
|
4
|
|
|
|
|
6
|
|
|
|
|
6
|
|
|
|
|
6
|
|
|
|
|
7
|
|
ABOUT
THIS PROSPECTUS
On December 31, 2009, we issued 248,000 unregistered shares
of our common stock to the selling stockholders as partial
consideration when we purchased 71,230 common units of our
majority-owned subsidiary, American Processing Company, LLC
d/b/a NDeX (representing a 5.1% interest therein), from the
selling stockholders pursuant to a common unit purchase
agreement. Under the NDeX operating agreement, each of the
selling stockholders had the right, until February 7, 2010,
to require NDeX to repurchase their respective membership
interest in NDeX at a price equal to 6.25 times NDeXs
trailing twelve month earnings before interest, taxes,
depreciation and amortization less the aggregate amount of any
interest bearing indebtedness for NDeX outstanding as of the
repurchase date. The present value of the total consideration
paid to the selling stockholders under the common unit purchase
agreement approximated the price NDeX would have paid had the
selling stockholders elected to exercise their repurchase right
under the NDeX operating agreement. Under the common unit
purchase agreement, we also granted the selling stockholders
certain registration rights with respect to the shares. This
prospectus is part of a registration statement that we have
filed with the SEC to satisfy those registration rights. The
registration statement uses a shelf registration
process under which the selling stockholders may sell the shares
from time to time in one or more transactions.
You should rely only on the information contained or
incorporated by reference in this prospectus or in any
supplement to this prospectus. We have not authorized anyone to
provide you with different or additional information. If anyone
provides you with different or additional information, you
should not rely on it. This prospectus is not an offer to sell
these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing
or incorporated by reference in this prospectus and any
supplement is accurate as of its date only. Our business,
financial condition, results of operations and prospects may
have changed since that date.
In this prospectus, unless the context requires otherwise, the
terms company, we, us, and
our refer to Dolan Media Company and its
consolidated subsidiaries.
THE
COMPANY
We are a leading provider of necessary professional services and
business information to the legal, financial and real estate
sectors in the United States. We serve our customers through two
complementary operating divisions: Professional Services and
Business Information. Our Professional Services Division
provides specialized outsourced services to the legal
profession. Through our subsidiary, NDeX, we provide mortgage
default processing services to eight law firms in seven states
and also directly to mortgage lenders and loan servicers for
residential real estate located in California. DiscoverReady,
which we acquired on November 2, 2009, provides outsourced
discovery management and document review services to major
United States companies and their counsel. Counsel Press
provides appellate services to law firms and attorneys
nationwide. Our Business Information Division publishes business
journals, court and commercial newspapers and other
publications, operates web sites and
e-mail
notification systems and conducts a broad range of events for
targeted professional audiences in each of the 21 geographic
markets that it serves in the United States.
Our principal executive offices are located at 222 South Ninth
Street, Suite 2300, Minneapolis, Minnesota 55402 and our
telephone number is
(612) 317-9420.
Our web site address is www.dolanmedia.com. Information on our
web site does not constitute a part of this prospectus.
For additional information concerning us, please refer to the
documents incorporated by reference that are listed under the
caption Documents Incorporated by Reference.
RISK
FACTORS
Investing in our common stock involves a high degree of risk.
You should consider carefully the risks incorporated by
reference herein that are described under Risk
Factors in our Annual Report on
Form 10-K
for the year ended December 31, 2009, as well as any
applicable prospectus supplement and the reports we file from
time to time with the SEC that are incorporated by reference in
this prospectus. If any of the events described in such
Risk Factors section(s) occurs or the risks
described in such Risk Factors section(s) actually
materialize, our business, financial condition, results of
operations, cash flow or prospects could be materially adversely
affected. In that event, the trading price of our common stock
could decline and you may lose all or part of your investment.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains
and/or
incorporates by reference forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of
1934 and Section 27A of the Securities Act of 1933.
Forward-looking statements are statements such as those
contained in projections, plans, objectives, estimates and
anticipated future economic performance, as well as assumptions
relating to any of the foregoing. We have based these
forward-looking statements on our current expectations and
projections about our future results, performance, prospects and
opportunities. We have tried to identify forward-looking
statements by using words such as may,
will, expect, anticipate,
believe, intend, estimate,
goal, continue and similar expressions
or terminology. These forward-looking statements are based on
information currently available to us and are subject to a
number of known and unknown risks, uncertainties and other
factors that could cause our actual results, performance,
prospects or opportunities to differ materially from those
expressed in, or implied by, these forward-looking statements.
These risks, uncertainties and other factors include:
|
|
|
|
|
our business operates in highly competitive markets and depends
upon the economies and the demographics of the legal, financial
and real estate sectors in the markets we serve and changes in
those sectors could have an adverse effect on our revenues, cash
flows and profitability;
|
|
|
|
David A. Trott, the chairman and chief executive officer of
NDeX, and certain other employees of NDeX, who are also
shareholders and principal attorneys of our law firm customers,
may under certain circumstances have interests that differ from
or conflict with our interests;
|
|
|
|
NDeXs business revenues are very concentrated, as NDeX
currently provides mortgage default processing services to eight
law firm customers, and if the number of case files referred to
us by our mortgage default processing service law firm customers
or loan servicers and mortgage lenders we serve directly in
California
|
1
|
|
|
|
|
decreases or fails to increase, our operating results and
ability to execute our growth strategy could be adversely
affected.
|
|
|
|
|
|
Bills introduced and laws enacted, along with court orders, to
mitigate foreclosures in states where we do business (including
recently enacted legislation in Michigan and Indiana), the Hope
for Homeowners Act, the Emergency Economic Stabilization Act,
the Streamlined Modification Program, the Homeowner
Affordability and Stability Plan (including the Making Home
Affordable Program), the Protecting Tenants at Foreclosure Act
and voluntary foreclosure relief programs developed by lenders,
loan servicers and the Hope Now Alliance, a consortium that
includes loan servicers, may have an adverse effect on or
restrict our mortgage default processing services and public
notice operations;
|
|
|
|
We have owned and operated DiscoverReady LLC for a very short
period of time and we are highly dependent on the skills and
knowledge of the individuals serving as chief executive officer
and president of DiscoverReady as none of our executive officers
have managed or operated a discovery management and document
review services company prior to this acquisition;
|
|
|
|
DiscoverReadys business revenues are very concentrated
among a few customers and if these customers choose to manage
their discovery with their own staff or by engaging another
provider and if we are unable to develop new customer
relationships, our operating results and the ability to execute
our growth strategy at DiscoverReady may be adversely affected;
|
|
|
|
the acquisition of DiscoverReady may expose us to particular
business and financial risks that include, but are not limited
to: (1) diverting managements time, attention and
resources from managing the business; (2) incurring
significant additional capital expenditures and operating
expenses to improve, coordinate or integrate managerial,
operational, financial and administrative systems;
(3) failing to integrate the operations, personnel and
internal controls of DiscoverReady in our company or to manage
DiscoverReady or our growth; and (4) facing operational
difficulties in new markets or with new products and service
offerings;
|
|
|
|
we are dependent on our senior management team, especially James
P. Dolan, our founder, chairman, president and chief executive
officer; Scott J. Pollei, our executive vice president and chief
operating officer; Mark W.C. Stodder, our executive vice
president business information; David A. Trott,
chairman and chief executive officer, NDeX; and Vicki J.
Duncomb, our vice president and chief financial officer;
|
|
|
|
we intend to continue to pursue acquisition opportunities, which
we may not do successfully and which may subject us to
considerable business and financial risk, and we may be required
to incur additional indebtedness or raise additional capital to
fund these acquisitions and this additional financing may not be
available to us on satisfactory terms or at all;
|
|
|
|
growing our business may place a strain on our management and
internal systems, process and controls; and
|
|
|
|
we incurred additional indebtedness to close the acquisitions of
National Default Exchange Management, Inc. and its affiliates,
which we refer to as Barrett-NDeX, and DiscoverReady
and this additional debt consumed a significant portion of our
ability to borrow and may limit our ability to pursue other
acquisitions or growth strategies.
|
See Risk Factors in our Annual Report on
Form 10-K
for the year ended December 31, 2009, as well as in our
other reports filed from time to time with the SEC that are
incorporated in this prospectus by reference and in any
applicable prospectus supplement, for a description of these and
other risks, uncertainties and factors that could cause our
actual results, performance, prospects or opportunities to
differ materially from those expressed in, or implied by, these
forward-looking statements.
You should not place undue reliance on any forward-looking
statements. Except as otherwise required by federal securities
laws, we undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events, changed circumstances or any other
reason after the date of this prospectus.
2
USE OF
PROCEEDS
The selling stockholders are offering all of the shares of
common stock covered by this prospectus. We will not receive any
proceeds from the sales of these shares.
THE
SELLING STOCKHOLDERS
The following table provides information regarding the selling
stockholders and the number of shares each selling stockholder
is offering. We have prepared this table based on information
furnished to us by, or on behalf of, the selling stockholders.
Beneficial ownership is determined in accordance with
Rule 13d-3
of the Exchange Act. Unless otherwise indicated in the footnotes
to the table, the selling stockholders have sole voting and
investment power with respect to all shares beneficially owned.
In computing the percentage ownership of each selling
stockholder, we have included shares of common stock subject to
options that selling stockholder holds, to the extent such
options are currently exercisable or may be exercisable within
60 days after March 15, 2010. The percentage ownership
data is based on 30,323,663 shares of our common stock
outstanding as of March 15, 2010.
This prospectus covers the resale of the shares issued to the
selling stockholders in connection with our purchase of common
units of our majority-owned subsidiary, American Processing
Company, LLC d/b/a NDeX, from the selling stockholders on
December 31, 2009. The shares are included in this
prospectus pursuant to registration rights we granted to the
selling stockholders in the common unit purchase agreement that
we entered into in connection with the purchase. The shares may
be sold from time to time by the selling stockholders, by those
persons or entities to whom they transfer, donate, pledge or
distribute their shares or by other successors in interest. The
information regarding shares beneficially owned after this
offering assumes each selling stockholder sells all of the
shares being registered by us and does not acquire any
additional shares of our common stock. The selling stockholders
may sell less than all, including none, of the shares listed in
the table. In addition, the shares listed below may be sold
pursuant to this prospectus or in privately negotiated
transactions. Accordingly, we cannot estimate the number of
shares the selling stockholders will sell under this prospectus
or when any such sales will occur.
Until January 4, 2010, each of the selling stockholders
owned a membership interest in NDeX. We employ David A. Trott,
one of our executive officers, as NDeXs chairman and chief
executive officer. We also employ Ellen Coon and Marcy J. Ford
as executive vice presidents in NDeXs Michigan operations.
All of the selling stockholders are shareholders of the law
firm, Trott & Trott, P.C., one of eight law firm
customers with whom NDeX has entered an exclusive long-term
services agreement to provide mortgage default processing
services. In 2009, Trott & Trott was NDeXs
second largest law firm customer, accounting for 28.7% of our
mortgage default processing services revenues. See also
Related Party Transactions and Policies David
A. Trott in our 2010 proxy statement, which we intend to
file with the SEC on or around April 5, 2010, for a
description of certain other relationships between
Mr. Trott, Trott & Trott and
Mr. Trotts other affiliated entities and us. The
address of each of the selling stockholders is
c/o Trott &
Trott, P.C., 31440 Northwestern Highway, Farmington Hills,
MI
48334-5422.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Beneficially
|
|
|
|
|
|
|
Owned Upon
|
|
|
Number of Shares
|
|
|
|
Completion of the
|
|
|
Beneficially Owned
|
|
Number of Shares
|
|
Offering
|
Name of Selling Stockholder
|
|
before the Offering
|
|
Being Offered
|
|
Number
|
|
Percent
|
|
David A. Trott
|
|
|
276,579
|
(1)
|
|
|
168,644
|
|
|
|
107,935
|
|
|
|
*
|
|
Ellen Coon, Trustee of the Ellen Coon Living Trust u/a/d 9/9/98
|
|
|
50,415
|
(2)
|
|
|
37,198
|
|
|
|
13,217
|
|
|
|
*
|
|
Marcy J. Ford, Trustee of the Marcy Ford Revocable Trust u/a/d
7/12/04
|
|
|
50,415
|
(3)
|
|
|
37,198
|
|
|
|
13,217
|
|
|
|
*
|
|
William D. Meagher, Trustee of the William D. Meagher Trust
u/a/d 8/24/07
|
|
|
4,960
|
(4)
|
|
|
2,480
|
|
|
|
|
|
|
|
|
|
Jeanne M. Kivi, Trustee of the Jeanne M. Kivi Trust u/a/d 8/24/07
|
|
|
4,960
|
(5)
|
|
|
2,480
|
|
|
|
|
|
|
|
|
|
3
|
|
|
* |
|
Less than 1.0% |
|
(1) |
|
Includes (a) 50,000 shares owned by the David Trott
Revocable Trust for which Mr. Trott is the trustee;
(b) 9,221 shares of restricted stock that were granted
to Mr. Trott in connection with his employment, of which
none are vested; (c) options to acquire 48,684 shares
of our common stock, which Mr. Trott may exercise in the
60-day
period following March 15, 2010, and
(d) 30 shares owned by Mr. Trotts spouse.
Mr. Trott disclaims beneficial ownership of the shares
owned by his spouse. In addition, the shares reported exclude an
aggregate of 7,200 shares held by three separate trusts for
the benefit of Mr. Trotts children on March 15,
2010. Mr. Trott is not a trustee of these trusts and has no
investment or voting power with respect to the shares the trusts
own. |
|
(2) |
|
Includes (a) options to acquire 1,364 shares of our
common stock, which Ms. Coon may exercise in the
60-day
period following March 15, 2010, and
(b) 1,853 shares of restricted stock that were granted
to Ms. Coon in connection with her employment, of which
447 shares are vested. |
|
(3) |
|
Includes (a) options to acquire 1,364 shares of our
common stock, which Ms. Ford may exercise in the
60-day
period following March 15, 2010, and
(b) 1,853 shares of restricted stock that were granted
to Ms. Ford in connection with her employment, of which
447 shares are vested, and (c) 7,500 shares owned
by the Marcy J. Ford Annuity Trust u/a/d 7/12/04 for which
Ms. Ford is the trustee. |
|
(4) |
|
Includes 2,480 shares owned by Jeanne M. Kivi, Trustee of
the Jeanne M. Kivi Trust u/a/d 8/24/07 (the Kivi
trust). Ms. Kivi is Mr. Meaghers spouse.
Mr. Meagher disclaims beneficial ownership of the shares
owned by the Kivi trust. |
|
(5) |
|
Includes 2,480 shares owned by William D. Meagher, Trustee
of the William D. Meagher Trust u/a/d 8/24/07 (the Meagher
trust). Mr. Meagher is Ms. Kivis spouse.
Ms. Kivi disclaims beneficial ownership of the shares owned
by the Meagher trust. |
This prospectus also covers any additional shares of common
stock that become issuable in connection with the shares being
registered by reason of any stock dividend, stock split,
recapitalization, or other similar transaction effected without
the receipt of consideration that results in an increase in the
number of our outstanding shares of common stock.
PLAN OF
DISTRIBUTION
The shares covered by this prospectus may be offered, sold or
distributed from time to time by the selling stockholders named
in this prospectus or by their donees, pledgees, transferees or
other successors in interest. The selling stockholders may sell
their shares at market prices prevailing at the time of sale, at
prices related to such prevailing market prices at the time of
sale, at negotiated prices or at fixed prices, which may change
from time to time. Each selling stockholder reserves the right
to accept or reject, in whole or in part, any proposed purchase
of shares, whether the purchase is to be made directly or
through agents. We are not aware that any selling stockholder
has entered into any arrangements with any underwriters or
broker-dealers regarding the sale of his or her shares of common
stock.
The selling stockholders may offer their shares at various times
in one or more of the following transactions:
|
|
|
|
|
in ordinary brokers transactions and transactions in which
the broker solicits purchasers;
|
|
|
|
in transactions involving cross or block trades or otherwise on
any national securities exchange, such as the New York Stock
Exchange, on which our common stock may be listed or quoted;
|
|
|
|
in an
over-the-counter
distribution;
|
|
|
|
in transactions in which brokers, dealers or underwriters
purchase the shares as principals and resell the shares for
their own accounts pursuant to this prospectus;
|
|
|
|
in transactions at the market to or through market
makers in our common stock;
|
|
|
|
in other ways not involving market makers or established trading
markets, including direct sales of the shares to purchasers or
sales of the shares effected through agents;
|
4
|
|
|
|
|
through transactions in options, swaps or other derivatives that
may or may not be listed on an exchange;
|
|
|
|
in privately negotiated transactions;
|
|
|
|
in transactions to cover short sales;
|
|
|
|
in a combination of any of the foregoing transactions; or
|
|
|
|
any other method permitted pursuant to applicable law.
|
In addition, the selling stockholders also may sell their shares
in private transactions or in accordance with Rule 144
under the Securities Act rather than under this prospectus.
Subject to compliance with our policies applicable to directors,
officers
and/or
employees, one or more of the selling stockholders may pledge or
grant a security interest in some or all of the shares owned by
him or her. If a selling stockholder defaults in the performance
of the secured obligations, the pledgees or secured parties may
offer and sell the shares from time to time. A selling
stockholder also may transfer and donate shares in other
circumstances. If a selling stockholder donates or otherwise
transfers its shares, the number of shares beneficially owned by
him or her will decrease as and when it takes these actions. The
plan of distribution for the shares offered and sold under this
prospectus will otherwise remain unchanged, except that the
transferees, pledgees, donees or other successors in interest
will be selling stockholders for purposes of this prospectus or,
if required, a supplement filed pursuant to Rule 424(b)(3)
of the Securities Act to identify the recipient as a selling
stockholder and disclose any other relevant information.
Subject to compliance with our policies applicable to directors,
officers
and/or
employees, the selling stockholders also may engage in hedging
transactions after the effective date of the registration
statement of which this prospectus is a part with broker-dealers
in connection with distributions of shares or otherwise. In
those transactions, broker-dealers may engage in short sales of
shares in the course of hedging the positions they assume with
the selling stockholders. In addition, subject to compliance
with our policies applicable to directors, officers
and/or
employees, the selling stockholders may sell shares short after
the effective date of the registration statement of which this
prospectus is a part and redeliver shares to close out such
short positions and to return borrowed shares in connection with
such short sales. The selling stockholders may also enter into
option or other transactions after the effective date of the
registration statement of which this prospectus is a part with
broker-dealers that require the delivery of shares to the
broker-dealer. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus.
The selling stockholders may use brokers, dealers, underwriters
or agents to sell their shares. The selling stockholders and any
other person participating in a distribution of the shares
covered by this prospectus may be deemed underwriters within the
meaning of the Securities Act. The persons acting as brokers,
dealers, underwriters or agents may receive compensation in the
form of commissions, discounts or concessions. This compensation
may be paid by the selling stockholders or the purchasers of the
shares for whom such persons may act as agent, or to whom they
may sell as principal, or both. In addition, the
broker-dealers or their affiliates commissions,
discounts or concessions, and any profits on the sale of shares
by selling stockholders who are deemed to be underwriters, may
be deemed underwriters compensation under the Securities
Act. Neither we, nor any selling stockholder, can presently
estimate the amount of that compensation. We will make copies of
this prospectus and any supplements or amendments hereto
available to each selling stockholder or any of its agents or
broker-dealers for the purpose of satisfying the prospectus
delivery requirements of the Securities Act.
To the extent required, upon being notified by a selling
stockholder that any arrangement has been entered into with any
agent, underwriter or broker-dealer for the sale of the shares
of common stock through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by
any agent, underwriter or broker-dealer, the name(s) of the
selling stockholder and of the participating agent, underwriter
or broker-dealer, the number of shares to be sold, the
respective purchase prices and public offering prices, any
applicable commissions or discounts, and other facts material to
the transaction will be set forth in a supplement to this
prospectus or a post-effective amendment to the registration
statement of which this prospectus is a part, as appropriate.
The selling stockholders and any other person participating in a
distribution of the shares covered by this prospectus will be
subject to applicable provisions of the Exchange Act and the
rules and regulations under the
5
Exchange Act, including Regulation M, which may limit the
timing of purchases and sales of any of the shares by the
selling stockholders and any other such person. Furthermore,
under Regulation M, any person engaged in the distribution
of the shares may not simultaneously engage in market-making
activities with respect to the particular shares being
distributed for certain periods prior to the commencement of or
during that distribution. The foregoing may affect the
marketability of the shares and the availability of any person
or entity to engage in market-making activities with respect to
the shares.
Under the securities laws of some states, to the extent
applicable, the shares of common stock may be sold in such
states only through registered or licensed brokers or dealers.
In addition, in some states the shares of common stock may not
be sold unless such shares have been registered or qualified for
sale in such state or an exemption from registration or
qualification is available and is complied with.
We cannot assure you that any selling stockholder will sell any
or all of his or her shares of common stock pursuant to this
prospectus. Once sold pursuant to this prospectus, the shares of
common stock will be freely tradable in the hands of persons
other than our affiliates.
We will bear the expenses relating to the registration of this
offering. The selling stockholders will bear any underwriting
discounts or commissions, brokerage fees or stock transfer
taxes. The selling stockholders have agreed to indemnify us, our
directors and our officers who sign the registration statement
of which this prospectus is a part against certain liabilities
arising in connection with this offering, including liabilities
that could arise under the Securities Act. The selling
stockholders may agree to indemnify any agent, underwriter or
broker-dealer that participates in transactions involving the
shares of common stock against certain liabilities, including
liabilities arising under the Securities Act.
LEGAL
MATTERS
The validity of the issuance of the securities that are covered
by this prospectus will be passed upon for us by Katten Muchin
Rosenman LLP, Chicago, Illinois.
EXPERTS
McGladrey & Pullen, LLP, an independent registered
public accounting firm, has audited (1) the consolidated
financial statements of Dolan Media Company and its subsidiaries
as of December, 31, 2008 and 2009 and for the years ended
December 31, 2007, 2008, and 2009; (2) the internal
control over financial reporting of Dolan Media Company and its
subsidiaries as of December 31, 2009; and (3) the
consolidated financial statements of National Default Exchange
Holdings, LP (and Predecessor) as of December 31, 2006 and
2007 and for the years ended December 31, 2005, 2006 and
2007, all incorporated by reference in this prospectus. These
financial statements are incorporated by reference in reliance
upon McGladrey & Pullen LLPs reports dated
March 8, 2010, and September 2, 2008, and upon the
authority of such firm as experts in accounting and auditing.
The financial statements of The Detroit Legal News Publishing,
LLC as of December 31, 2008 and 2009, and for the years
ended December 31, 2007, 2008 and 2009, have been audited
by Baker Tilly Virchow Krause, LLP (f/k/a Virchow,
Krause & Company, LLP), an independent registered
public accounting firm, and are so incorporated by reference in
reliance upon its report dated January 29, 2010, and upon
the authority of such firm as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read, without
charge, and copy the documents we file at the SECs public
reference room in Washington, D.C., at
100 F Street, N.E., Washington, D.C. 20549. You
can request copies of these documents by writing to the SEC and
paying a fee for the copying cost. Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. Our SEC
filings are also available to the public at no cost from the
SECs web site at
http://www.sec.gov.
Our shares of common stock are listed on the New York Stock
Exchange and you can inspect our reports, proxy statements and
other information at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
6
We have filed with the SEC a registration statement on
Form S-3
under the Securities Act for the securities being offered by us.
This prospectus does not contain all of the information in the
registration statement and the exhibits and schedules that were
filed with the registration statement. For further information
with respect to us and our securities, we refer you to the
registration statement and the exhibits that were filed with the
registration statement. Statements contained or incorporated by
reference in this prospectus about the contents of any contract
or any other document that is filed as an exhibit to the
registration statement are not necessarily complete, and we
refer you to the full text of the contract or other document
filed as an exhibit to the registration statement. Anyone may
obtain the registration statement and its exhibits and schedules
from the SEC.
DOCUMENTS
INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference
information into this prospectus, which means that we can
disclose important information to you by referring you to
another document that we filed separately with the SEC.
Information in this prospectus updates, and in some cases
supersedes, information incorporated by reference from documents
we have filed with the SEC prior to the date of this prospectus,
while information that we file later with the SEC will
automatically update and, in some cases, supersede the
information contained or incorporated by reference in this
prospectus.
The following documents that we have previously filed with the
SEC are incorporated by reference into this prospectus:
|
|
|
|
|
our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009;
|
|
|
|
our Current Reports on
Form 8-K
filed with the SEC on September 16, 2008 (which includes
the audited consolidated financial statements for National
Default Exchange Holdings, LP (and Predecessor) as of
December 31, 2007 and 2006, and for the years ended
December 31, 2007, 2006 and 2005), January 5, 2010,
January 19, 2010, February 18, 2010, and
March 22, 2010;
|
|
|
|
the portion of our Definitive Proxy Statement on
Schedule 14A for the 2010 annual meeting of stockholders
that are incorporated by reference in our Annual Report
Form 10-K
for the fiscal year ended December 31, 2009;
|
|
|
|
the description of our common stock contained in our
Registration Statement on
Form 8-A
filed with the SEC on July 17, 2007 and any amendments
thereto filed to update the description; and
|
|
|
|
the description of our preferred stock purchase rights contained
in our Registration Statement on
Form 8-A
filed with the SEC on February 3, 2009, and any amendments
thereto filed to update that description.
|
In addition, all documents filed by us under Section 13(a),
13(c), 14, or 15(d) of the Exchange Act (1) after the date
of the filing of this prospectus and prior to the SEC declaring
the registration statement effective; and (2) after the
date of this prospectus and prior to the sale of all of the
securities covered by this prospectus are incorporated by
reference into, and deemed a part of, this prospectus from the
date of filing of those documents.
Copies of these filings are available free of charge on our web
site, www.dolanmedia.com. In addition, if you request, either
orally or in writing, we will provide you with a copy of any or
all documents that are incorporated by reference. These
documents will be provided to you free of charge, but will not
contain any exhibits, unless those exhibits are specifically
incorporated by reference into a document. You should direct any
requests for documents to Dolan Media Company, Attention:
Corporate Secretary, 222 South Ninth Street, Suite 2300,
Minneapolis, Minnesota 55402, telephone:
(612) 317-9420.
7