FTM MEDIA INC
8-K, 1999-08-04
RADIO BROADCASTING STATIONS
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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):          July 19, 1999
                                                  -----------------------------

                                 FTM Media, Inc.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Colorado                    33-80321                    84-1295270
- ----------------------------      ----------------           -------------------
(State or other jurisdiction      (Commission File             IRS Employer
      of incorporation)                Number)               Identification No.)


6991 East Camelback Road, Suite D-103, Scottsdale, Arizona        85251
- --------------------------------------------------------------------------------
        (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (480) 425-0099


                           Redwood Broadcasting, Inc.
- --------------------------------------------------------------------------------
      (Former name or former address, if changed since last report.)




<PAGE>   2

ITEM 5.  OTHER EVENTS.

         At a July 19, 1999 Special Meeting of Stockholders of Redwood
Broadcasting, Inc., a Colorado corporation (the "Company"), the Company's
stockholders voted to approve a proposed amendment to the Company's Articles of
Incorporation to change the name of the Company to "FTM Media, Inc."

         In connection with this name change, the Company subsequently changed
its ticker symbol to "FTMM." The Company trades on the OTC Bulletin Board.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c)      List of Exhibits:

                  99.1     Press Release issued by Redwood Broadcasting, Inc.
                           on July 14, 1999.

                  99.2     Press Release issued by FTM Media, Inc. on July 28,
                           1999.





<PAGE>   3

                                   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 thereunto duly authorized.



                                                      REDWOOD BROADCASTING, INC.

Date: August 3, 1999                              By: /s/ Ron Conquest
      ------------------------                        --------------------------
                                                          Ron Conquest
                                                          President


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                                INDEX TO EXHIBITS



EXHIBIT NUMBER                 DESCRIPTION
- --------------                 -----------

99.1                           Press Release issued by Redwood Broadcasting,
                               Inc. on July 14, 1999.

99.2                           Press Release issued by FTM Media, Inc. on
                               July 28, 1999.



<PAGE>   1


                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE

REDWOOD BROADCASTING TO CHANGE NAME TO FTM ("FEED THE MONSTER") MEDIA, INC.

         PHOENIX--(BUSINESS WIRE)--July 14, 1999--Redwood Broadcasting, Inc.
(OTC BB: RWBD) announced today that it will change its name to FTM Media, Inc.
subject to stockholder approval at a special meeting on July 19.

         "Keeping a Web site current, entertaining and relevant is an enervating
process, a creative drain we refer to as `feeding the monster,'" said Frank
Wood, Chairman of the Board. "Our name reflects our ability to provide the
resources a radio station needs to build and continuously refresh a Web site
that precisely reflects its image. Our goal is to become the leading integrator
of broadcast radio and the Internet." He added, "The Internet `monster' is
giving the radio industry an unprecedented opportunity to expand market reach,
listener loyalty, profit margins and infotainment potential. Not only will Feed
the Monster deliver and operate full-featured Web sites for individual stations,
but it will capitalize on opportunities to market to audiences specifically by
region and programming preferences; package previously untapped multi-media
advertising programs; and capture e-commerce and other revenue streams."

         The company is building a national network of 175 full-featured, radio
station Web sites in the top 25 markets throughout the United States, focusing
on the preferences of target audiences in each of the top programming formats,
including modern and classical rock, country, oldies, contemporary hit radio and
news-talk.

         FTM has successfully launched its initial Web site -- www.KROQ.com - in
Los Angeles and will unveil www.live105.com for KITS in San Francisco in early
August. The company intends to use its leading-edge Internet technology to
provide Web sites that seamlessly extend each station's awareness and listener
loyalty from local airwaves to the Internet.

         FTM has developed a state-of-the-art platform capable of featuring 3-D
graphics, streaming audio and video, interactive games, contests and features,
and local and national chat to attract and maintain a high level of visitor
loyalty. The sites will showcase information and products targeted to each
station's listeners, such as concert and venue information and local and
national advertising. Viewers will be able to purchase goods and services of
interest to them online, and FTM's continuing updates and improvements will
provide a constant source of new and exciting material to keep visitors
returning to the sites.

         Based in Phoenix, Arizona, FTM Media (formerly Redwood Broadcasting)
was found in 1994 to acquire and manage radio stations in small to medium-sized
markets. Realizing the potential of the Internet for broadcasting companies, FTM
changed its strategic focus and divested its radio properties in 1998. In May of
this year, the company completed its acquisition of privately held Interactive
Radio Group, which


<PAGE>   2


delivers Internet products and services to the radio industry. Infinity
Broadcasting, Inc. (NYSE: INF) is a minority investor in FTM.

         This release contains forward-looking statements that involve risks and
uncertainties. Among the important factors that could cause actual results to
differ materially from those in the forward-looking statements are economic,
competitive, governmental and technological factors affecting the company's
operations, markets, products, services and prices, as well as other factors
detailed in the company's regular filings with the Securities and Exchange
Commission including its recent filings on Forms 10-K and 10-Q.


- ---------------------
Contact:
     FTM Media Inc., Phoenix
     Ron Conquest, 480/425-0099 (Chief Executive Officer)
          or
     Trinske Communications Ltd.
     Investor Relations:
     Mark Trinske, 303/665-7760
     Christi Whittemore, 949/515-3471


<PAGE>   1

                                                                    EXHIBIT 99.2


FOR IMMEDIATE RELEASE

FTM MEDIA, INC. BEGINS TRADING UNDER NEW TICKER 'FTMM' TODAY

         PHOENIX--(BUSINESS WIRE)--July 28, 1999--FTM Media, Inc. begins trading
under its new ticker symbol, FTMM, today. The new ticker follows the company's
name change from Redwood Broadcasting, Inc. (OTC BB: RWBD) to FTM ("Feed the
Monster") Media, Inc., as announced earlier.

         Stockholders approved the name change at a special July 19 meeting.
"The new trading symbol is among the final steps in the dynamic transfiguration
the company initiated this year to strategically position FTM to become the
leading Internet solutions provider to major-market broadcast radio," said Ron
Conquest, FTM Media president and chief executive officer. He noted that the
activities have included completing a reverse merger of Redwood Broadcasting
with Interactive Radio Group (INRG) and raising $4.5 million through private
financings.

         Based in Phoenix, FTM Media extends major-market radio stations'
identities from the airwaves onto the Internet. By designing and continually
updating the sites, FTM helps the radio industry tap into an unprecedented
opportunity to strengthen listener awareness and loyalty while also generating
e-commerce revenues. The company, which expects to create a national network of
175 full-featured, radio station Web sites in the largest 25 U.S. markets, has
successfully launched its initial Web site -- www.KROQ.com -- in Los Angeles and
will debut the KITS site in San Francisco in early August.

         This release contains forward-looking statements that involve risks and
uncertainties. Among the important factors that could cause actual results to
differ materially from those in the forward-looking statements are economic,
competitive, governmental and technological factors affecting the company's
operations, markets, products, services and prices, as well as other factors
detailed in the company's regular filings with the Securities and Exchange
Commission including its recent filings on Forms 10-K and 10-Q.


Contact:
     FTM Media Inc., Phoenix
     Ron Conquest, 480/425-0099 (Chief Executive Officer)
          or
     Trinske Communications Ltd.
     Investor Relations:
     Mark Trinske, 303/665-7760
     Christi Whittemore, 949/515-3471


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