VERT Verticalnet (MM)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 11, 2007, Verticalnet, Inc. (the "Company") filed an amendment (the "Articles Amendment") to the Amended and Restated Articles of Incorporation of Verticalnet, Inc. (the "Articles") with the Secretary of State of the Commonwealth of Pennsylvania to permit the issuance and transfer of both certificated and uncertificated shares of capital stock. The Articles Amendment amends the Articles by adding a provision to comply with new rules enacted by The NASDAQ Stock Market LLC which require eligibility for a "direct registration program" by January 1, 2008. Participation in a direct registration program enables investors to establish a "book-entry" position on the books of the Company in which shares are owned, recorded and transferred electronically through the Depositary Trust Company, without issuance of a physical stock certificate. The Articles Amendment, as approved by the Company’s Board of Directors (the "Board"), was effective upon filing with the Secretary of State. A copy of the Articles Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On December 11, 2007, the Company effected an amendment (the "Bylaws Amendment") to the Amended and Restated Bylaws of Verticalnet, Inc. (the "Bylaws"). Section 3.03(d) of the Bylaws required the Company to provide each shareholder with a copy of Subchapter 15D of the Pennsylvania Business Corporation Law (the "BCL") in connection with the notice of any shareholder meeting that has as one of its purposes an action that would give rise to dissenters rights under the BCL. The Bylaws Amendment, as approved by the Board, deleted Section 3.03(d) and was effective on December 11, 2007. A copy of the Bylaws Amendment is attached hereto as Exhibit 3.2 and is incorporated herein by reference.