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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):
December 26, 2000 (December 22, 2000)
TRAFFIX, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27046 22-3322277
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
One Blue Hill Plaza
Pearl River, New York 10965
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (845) 620-1212
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TRAFFIX, INC.
INDEX TO FORM 8-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
DECEMBER 26, 2000
ITEMS IN FORM 8-K
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Item 5. Other Events 3
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Item 7. Financial Statements and Exhibits 3
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Signatures
Exhibit Index
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ITEM 5. OTHER EVENTS.
(a) APPOINTMENT OF NEW DIRECTORS. On November 29, 2000, the Company's
Board of Directors approved the appointment of Jack Silver and Charles W.
Stryker, Ph.D. to the Company's Board of Directors, such appointment to take
effect as of January 1, 2001. Mr. Silver, a principal shareholder of the Company
is the principal investor and manager of SIAR Capital, LLC, a fund that invests
primarily in emerging growth companies. Dr. Stryker is Chairman and CEO of
Naviant Marketing Solutions, Inc., a provider of precision marketing solutions
to web advertisers, web publishers and consumer marketers.
(b) RESIGNATION OF JAY GREENWALD. On December 22, 2000, Jay Greenwald,
the Company's President and Chief Operating Officer, and the Company entered
into a Letter Agreement, pursuant to which Mr. Greenwald resigned as an
executive officer and employee of the Company. Mr. Greenwald will remain as a
member of the Company's Board of Directors. The Letter Agreement provides that
(i) in recognition of Mr. Greenwald's service to the Company, he shall receive a
one time severance payment of $115,384.62; and (ii) Mr. Greenwald shall provide
consulting services to the Company through November 30, 2001, for no less than
six days per month, pursuant to which he will be paid $10,000 per month, all as
to be more specifically set forth in a final written Consulting Agreement to be
negotiated between the Company and Mr. Greenwald at a later date.
Jeffrey L. Schwartz, the Company's Chairman and CEO, assumes Mr.
Greenwald's title of President, and Andrew Stollman has been promoted from
Executive Vice President to Chief Operating Officer. Mr. Stollman is also
Secretary of the Company, which position he will retain.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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10.1* Letter Agreement, dated as of December 22, 2000, by and between the
Company and Jay Greenwald.
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* Filed herewith.
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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 26, 2000 TRAFFIX, INC.
By: /s/ Jeffrey L. Schwartz
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Jeffrey L. Schwartz
Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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10.1* Letter Agreement, dated as of December 22, 2000, by and between
the Company and Jay Greenwald.
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* Filed herewith.
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