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): October 30, 2009 HSW International, Inc. (Exact name of registrant as specified in its charter)

Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File (IRS Employer ID Number) Number)

One Capital City Plaza, 3350 Peachtree Road, Suite 1600, Atlanta, Georgia 30326 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (404) 364-5823

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))

Item 1.01. Entry into a Material Definitive Agreement.

On October 30, 2009, HSW International, Inc., or HSWI, entered into and effectuated a series of transactions with , Inc. As a result of these transactions, HSWI received an equity stake in Sharecare, sold substantially all of the assets of its Daily Strength subsidiary to Sharecare, agreed to provide management and website development services to Sharecare, and received a limited license to use the Sharecare Web platform for its own businesses. Additionally, HSWI issued a promissory note to Sharecare, the majority of which has been offset by services HSWI provided to Sharecare prior to the consummation of the transaction. Finally, Sharecare assumed certain Daily Strength liabilities, including the earn-out payment of up to $3.525 million under the merger agreement by which HSWI acquired Sharecare. All of these transactions were entered into simultaneously, and each was entered into by HSWI contingent upon entrance into all transactions. Further detail on these transactions follows.

On October 30, 2009, HSWI entered into a Subscription Agreement for the purchase of 125,000 shares of common stock of Sharecare, representing 20% of the company at the time of purchase. The aggregate purchase price for the shares was $1,250,000. In exchange for the shares, HSWI contributed $250,000 worth of development work to Sharecare and issued a Secured Promissory Note to Sharecare in the principal amount of $1,000,000. The note does not bear interest unless an Event of Default (as defined in the note) occurs. The note is due and payable in full on October 30, 2010, and may be prepaid at any time without penalty or premium. For so long as principal amounts remain outstanding under the note, all amounts payable by Sharecare to HSWI pursuant to the Services Agreement, described below, will be applied as prepayments on the note. As of October 30, 2009, approximately $100,000 of the Note remained outstanding. As collateral for the payment of the note, HSWI granted Sharecare a security interest in all of its equity securities of Sharecare purchased by HSWI pursuant to the Subscription Agreement.

On October 30, 2009, HSWI entered into and effectuated an Asset Purchase Agreement under which HSWI sold substantially all of the assets of its subsidiary Daily Strength, Inc. to a wholly owned subsidiary of Sharecare, Inc., DS Acquisition, Inc., in exchange for which DS Acquisition assumed liabilities of Daily Strength, including the potential earn-out payments under the Merger Agreement dated November 26, 2008, pursuant to which HSWI acquired Daily Strength. Sharecare additionally agreed to reimburse HSWI for the net costs incurred by Daily Strength in the time period between October 3, 2009, and the closing date of the asset purchase agreement. HSWI and Daily Strength agreed in the asset purchase agreement to indemnify Sharecare for a breach of any representation, warranty or covenant contained in the purchase agreement and related transaction documents, and other losses and expenses arising out of the asset purchase agreement, if any. Sharecare agreed to indemnify HSWI for any claims or liabilities arising out of the assumed liabilities and for a breach of any representation, warranty or covenant contained in the purchase agreement or related transaction documents.

On October 30, 2009, HSWI entered into a Letter Agreement for Services with Sharecare pursuant to which HSWI agreed to perform services related to the design, development, hosting and related services necessary to launch and operate the Sharecare website through HSWI’s direct activities and its management of third party vendors. Sharecare will pay HSWI for the fully burdened cost of HSWI personnel dedicated to the services and other costs incurred in providing the services plus a fixed monthly management fee. Sharecare will pay HSWI for services performed since July 1, 2009. The initial term of the agreement expires on December 31, 2009; thereafter the parties may enter into a new agreement for services, or Sharecare may opt to extend the services for six months to transition to another service provider.

On October 30, 2009, HSWI entered into a License Agreement with Sharecare and each of ZoCo 1, LLC, Discovery SC Investment, Inc., Oz Works, L.L.C., and Arnold Media Group, LLC pursuant to which Sharecare granted each of the other parties to the agreement a perpetual, fully paid, royalty-free, worldwide, non-transferable, non-exclusive quitclaim license to certain proprietary technology. The licensed technology consists of software, programs, business processes and methodologies developed and owned by Sharecare and deployed into production as the technical platform for the Sharecare website, but

expressly excludes the “look and feel” elements of the Sharecare website. The license includes the right to modify and adapt the technology to create derivative works and to use and combine the technology with other products and material. No more than twice every six months for five years, each licensee may request from Sharecare, and Sharecare will provide and grant a license to the licensee, all then-existing derivative works of the technology Sharecare has developed. The licensees may not use the licensed technology in or for the benefit of a business involved in the creation, aggregation, archiving, hosting or distribution of health and wellness information and content. Sharecare granted the license in return for contributions from each of the licensees of assets valuable to Sharecare in the development and launch of its business.

Jeff Arnold, Chairman of HSWI’s Board of Directors, is the Chairman and Chief Architect and a significant stockholder of Sharecare. Additionally, Discovery Communications, Inc., HSWI’s largest stockholder, is a significant stockholder of Sharecare. HSWI’s Board of Directors, or the Board, established a Special Committee on May 18, 2009, consisting of three independent directors without any interests in Sharecare to evaluate and recommend the terms of these transactions to the Board. All terms recommended by the Special Committee were unanimously approved by the Board, with Mr. Arnold and Bruce Campbell, President of Digital Media and Business Development for Discovery Communications, abstaining from voting.

We will file copies of the Asset Purchase Agreement, Subscription Agreement, Secured Promissory Note, Letter Agreement for Services and License Agreement with a subsequent periodic report under the Securities Exchange Act of 1934.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 30, 2009, HSWI closed the disposition of substantially all of the assets of Daily Strength reported in Item 1.01. The material relationships between HSWI, its directors or affiliates and Sharecare are described in Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided under Item 1.01 above is hereby incorporated by reference.

Item 7.01 Regulation FD Disclosure

HSWI is furnishing as Exhibit 99.1 to this Form 8-K a press release, dated November 2, 2009, announcing the formation of Sharecare and the sale of substantially all of the assets of Daily Strength to DS Acquisition.

Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated November 2, 2009.

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.

HSW International, Inc.

Date: November 2, 2009 By: /s/ Bradley T. Zimmer Name: Bradley T. Zimmer Title: Executive Vice President & General Counsel

Exhibit 99.1

HSW International Joins in Founding Sharecare, Inc. and Will Provide Technology Development Services to Build its Web 3.0 Platform

Daily Strength, an HSW International business, transferred to Sharecare

ATLANTA, Georgia—November 2, 2009—HSW International, Inc. (NASDAQ: HSWI), a developer and operator of Internet businesses focused on providing locally relevant, high quality information, announced today that it has joined with Dr. , Harpo Productions, Discovery Communications (NASDAQ: DISCA, DISCB, DISCK), and Jeff Arnold to form Sharecare, Inc., an innovative healthcare platform for consumers to ask, learn and act on the questions of health.

As announced in the Sharecare press release today, which is attached to this release, in addition to Dr. Oz the initial list of content contributors answering the questions of health include leading hospitals, best-selling health and wellness authors, prestigious health professional associations, individual healthcare professionals, online healthcare resources, not for profits and individual consumers.

HSW International and the other co-founders of Sharecare each hold minority equity positions in the company. Additionally, HSW International has entered into a service agreement with Sharecare to develop the company’s Web 3.0 platform and site, leveraging HSWI’s expertise in online content platforms. The Sharecare website will be a highly searchable social Q&A platform, backed by a comprehensive information architecture that creates and organizes the questions of health. HSW International and other founding partners have the license to use this platform to develop businesses in other content categories.

HSW International developed and launched Sharecare’s initial Q&A content located at http://ask.doctoroz.com, which features a subset of the initial questions and answers from Sharecare and its content partners. The comprehensive Sharecare platform is planned for launch on www.Sharecare.com in 2010.

“HSW International’s technology development and content management role in Sharecare allows us to leverage our deep experience in developing popular content and social destinations to create a Web 3.0 platform for the US health market where consumers need a more effective and efficient way to navigate the vast array of content available on the Web, and seek guidance through the assistance of experts and peers,” said Greg Swayne, Chief Executive Officer of HSW International. “We are optimistic about the revenue opportunities created by our arrangement to serve as Sharecare’s lead development partner, as well as the value of our equity in Sharecare.”

As part of the transactions, HSW International transferred its Daily Strength business to Sharecare. Daily Strength is one of the largest peer to peer support group sites on the Web today. This acquisition gives Sharecare immediate access to Daily Strength’s

established social network of people who have an interest in asking and answering health-related questions, including medical professionals and health care consumers.

HSW International is filing a Current Report on Form 8-K with the SEC today, which contains more detailed information about these transactions with Sharecare. The Report will be available on HSW International’s corporate website at www.hswinternational.com, or from the Securities and Exchange Commission.

HSW International previously announced the September 28, 2009, promotion of Gregory Swayne to CEO. Mr. Swayne has been HSW International’s President and Chief Operating Officer since October 2007. Prior to joining HSW International in 2006, Mr. Swayne led HowStuffWorks, Inc., which has since been acquired by Discovery Communications, as President and Chief Operating Officer. Mr. Swayne was the co-founder and President of publicly-listed A.D.A.M., Inc., a Web-based health content and health information services company, and its predecessor Medical Legal Illustrations, Inc.

About HSW International, Inc.

HSW International, Inc. (Nasdaq: HSWI) develops and operates Internet businesses focused on providing consumers with locally relevant, high quality information. The Company's leading brands BoWenWang (bowenwang.com.cn) and ComoTudoFunciona (hsw.com.br) provide readers in China and Brazil with thousands of articles about how the world around them works, serving as destinations for credible, easy-to-understand reference information. HSW International is the exclusive licensee in China and Brazil for the publication of translated content from HowStuffWorks.com, a subsidiary of Discovery Communications. The Company is headquartered in Atlanta and incorporated in Delaware.

About Sharecare, Inc.

Sharecare Inc., created by Jeff Arnold and Dr. Mehmet Oz, in partnership with Harpo Productions, HSW International, Sony Pictures Television, and Discovery Communications, is a highly searchable social Q&A healthcare platform organizing and answering the questions of health. The company's innovative approach is designed to provide a wide array of expert answers to each question ranging from hospitals to MDs to non-profits to healthcare companies to active health consumers, ultimately creating a community where healthcare knowledge is built, shared and put into practice.

Forward-Looking Statements

This press release contains "forward-looking statements," as defined in Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be in the future tense, and often include words such as "anticipate", "expect", "project", "believe", "plan", "estimate",

"intend", "will" and "may". These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of HSW International. Relevant risks and uncertainties include those referenced in HSW International's filings with the SEC, and include but are not limited to: successfully developing and launching the Sharecare platform; reliance on third parties such as Sharecare and its other founders and contributors; restrictions on intellectual property under agreements with Sharecare and third parties; challenges inherent in developing an online business; reliance on key personnel; risks of business in foreign countries, notably China and Brazil, including obtaining regulatory approvals and adjusting to changing political and economic policies; governmental laws and regulations, including unclear and changing laws and regulations related to the internet sector in foreign countries, especially China; and general industry conditions and competition; general economic conditions, such as advertising rate, interest rate and currency exchange rate fluctuations. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. HSW International assumes no obligation to update any forward- looking statements as a result of new information or future events or developments, except as required by law.

For Further Information: HSW International Investor Relations telephone: +1 (404) 926-0660 email: [email protected] or

Adam Davis Kreab Gavin Anderson telephone: +1 212 515 1911 email: [email protected]