QuickLinks -- Click here to rapidly navigate through this document

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): January 3, 2003 (December 530, 2002)

Hoover's, Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-26097 (Commission File Number)	74-2559474 (IRS Employer Identification No.)
Delaware	000-26097	74-2559474
5800 Airport Blvd., Austin, Texas (Address of principal executive offices)		78752 (Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5800 Airport Blvd., Austin, Texas		78752
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code: (512) 374-4500
(Former name or former address, if changed since last report)

Registrant's telephone number, including area code: (512) 374-4500

(Former name or former address, if changed since last report)

Item 5. Other Events.

On ~~December 5,~~January ~~2002~~2, ~~Hoover's, Inc.~~2003 ("Hoover's~~"),~~ ~~The~~issued ~~Dun & Bradstreet Corporation ("Dun & Bradstreet") and Duns Investing IX Corporation,~~ a ~~wholly-owned~~press ~~subsidiary~~release ofannouncing ~~Dun &~~that ~~Bradstreet~~the ~~("Merger~~Federal ~~Sub"),~~Trade ~~entered~~Commission ~~into~~has angranted ~~Agreement~~early ~~and~~termination ~~Plan~~ of ~~Merger (~~the ~~"Merger~~waiting ~~Agreement").~~period ~~Subject~~under to the Hart-Scott-Rodino ~~terms~~Antitrust ~~and~~Improvements ~~conditions~~Act of ~~the Merger~~1976 ~~Agreement, Merger Sub will merge~~ with ~~and~~respect ~~into Hoover's, with Hoover's~~ to ~~survive~~ the proposed merger ~~and~~(the to"Merger") ~~become~~of a wholly-owned subsidiary of The Dun & Bradstreet ~~(the~~Corporation ~~"Merger").~~with ~~Pursuant~~and tointo ~~the Merger Agreement, each outstanding share of~~ Hoover's ~~common stock will be exchanged for the right to receive $7~~.00 inA ~~cash, and each outstanding option and warrant to purchase Hoover's common stock~~copy ~~shall~~of ~~entitle~~this ~~the~~press ~~holder~~release ~~thereof~~is toattached ~~receive~~as an ~~amount~~exhibit ~~in cash equal~~ to ~~the~~this ~~excess, if any, of (1) $7~~report.00 ~~over (2) the per share exercise price of the option or warrant.~~

InOn ~~connection~~December ~~with~~30, ~~the~~2002, ~~execution~~Marathon ofPartners, ~~the~~L.P. ~~Merger~~("Marathon") ~~Agreement,~~filed ~~Dun &~~a ~~Bradstreet,~~complaint ~~Merger~~against ~~Sub~~Hoover's, Inc. ("Hoover's") and ~~certain~~each ~~stockholders~~member of Hoover's ~~entered~~board ~~into~~of ~~voting~~directors ~~agreements~~in (the ~~"Voting~~United ~~Agreements"),~~States ~~pursuant~~District toCourt ~~which~~for ~~such~~the ~~stockholders~~Western ~~agreed~~District toof ~~vote~~Texas ~~shares~~(Austin ~~constituting~~Division). Marathon represents that it owns approximately 368.8% of Hoover's' outstanding ~~common~~ stock. inThe ~~favor~~complaint ofcontained the ~~Merger~~following causes ~~and~~of ~~against~~action: ~~any~~(1) a ~~alternative acquisition~~statutory ~~proposal~~claim under Delaware and ~~certain~~Texas ~~other~~law ~~actions.~~for ~~These~~Hoover's ~~stockholders~~allegedly ~~granted~~improper ~~two~~refusal ofto ~~Dun~~allow Marathon to inspect its corporate books and records, (2) &a ~~Bradstreet~~breach of contract claim under Hoover's ~~officers~~bylaws anfor ~~irrevocable~~Hoover's ~~proxy~~alleged failure to ~~vote~~provide ~~their~~all ~~shares~~relevant inand ~~favor~~material information to its stockholders with respect to the special meeting of its stockholders related to approval of the Merger, (3) a claim of common law fraud based upon alleged misrepresentations and/or ~~against~~omissions ~~any~~of materials facts to Marathon, (4) a claim of negligent and grossly ~~alternative~~negligent ~~acquisition~~misrepresentation ~~proposal~~based upon alleged misrepresentations and/or ~~certain~~omissions ~~other~~of ~~actions~~material facts to Marathon and (5) a claim of a breach of fiduciary duties allegedly owed to Marathon by the members of Hoover's board of directors.

The complaint alleges, among other matters, the following factual allegations to underlie the causes of action: (1) that the press release and proxy materials (the "Proxy Materials") filed by Hoover's with the Securities and Exchange Commission regarding the Merger ~~Agreement~~do not disclose certain allegedly relevant information, (2) that the Proxy Materials do not disclose that Hoover's allegedly represented to Marathon that it would consider Marathon's proposal for a share repurchase program by Hoover's, (3) that the Proxy Materials do not disclose the alleged values of Hoover's net operating loss carryforward and ownership interests in private companies, (4) that the ~~form~~fairness opinion of ~~Voting~~SG ~~Agreement~~Cowen ~~are~~("SG ~~filed~~Cowen") anSecurities ~~exhibits~~Corporation delivered to ~~this~~Hoover's ~~report.~~board ~~The~~of ~~foregoing~~directors ~~description~~in conjunction with their approval of the Merger is ~~qualified~~allegedly inbased ~~its~~on ~~entirety~~incorrect byassumptions ~~reference~~and projections and (5) that the Proxy Materials allegedly do not disclose SG Cowen's basis for ascribing little value to the ~~full~~more ~~text~~aggressive projections of ~~such exhibits~~Hoover's management.

AMarathon ~~press~~seeks ~~release announcing the transaction is attached~~ as anrelief ~~exhibit~~actual todamages ~~this~~alleged ~~report. The Merger is subject~~ to ~~several~~exceed ~~conditions~~$75,000, ~~including~~exemplary ~~approval~~damages byand ~~Hoover's~~an ~~stockholders,~~injunction ~~the expiration~~to ofpostpone ~~applicable~~the ~~waiting~~special ~~periods~~meeting ~~under~~of ~~antitrust~~stockholders ~~laws~~related ~~and~~to ~~other~~approval ~~customary~~of ~~conditions~~the Merger.

The complaint is filed as an exhibit to this report. The foregoing description is qualified in its entirety by reference to the full text of such exhibit.

Hoover's believes that the lawsuit is without merit and intends to defend against it vigorously.

Item 7. Financial Statements and Exhibits.

(c): Exhibits.
99.1: Press release dated January 2, 2003.
99.2: Complaint filed in the United States District Court for the Western District of Texas (Austin Division) on December 30, 2002.

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.

Dated: ~~December~~January 53, ~~2002~~2003 HOOVER'S, INC. /s/ JEFFREY R. TARR Jeffrey R. Tarr Chief Executive Officer and President

INDEX TO EXHIBITS

Exhibit Number		Description of Document
2.1		Agreement and Plan of Merger dated as of December 5, 2002 among Hoover's, Inc., The Dun & Bradstreet Corporation and Duns Investing IX Corporation.
99.1		Press release dated January 2, 2003.
2.2		Form of Voting Agreement.
99.2		Complaint filed in the United States District Court for the Western District of Texas (Austin Division) on December 30, 2002.
99.1		Press Release dated December 5, 2002.

QuickLinks

SIGNATURES
INDEX TO EXHIBITS

Filing Compare · HOOVERS INC