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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 10, 2000
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FTM Media, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-80321 84-1295270
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6991 East Camelback Road, Suite D-103, Scottsdale, Arizona 85251
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 425-0099
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FTM Media, Inc. a Delaware Corporation
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
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On April 10, 2000, FTM Media, Inc., a Delaware corporation ("FTM"),
announced that it had achieved its initial milestone associated with its current
round of equity financing by closing the first phase of its private placement.
The Company has raised in excess of $6 million in a combination of cash and
conversion of existing short term bridge notes as part of an ongoing private
offering being made to high net worth "angels" and institutional investors. Each
Unit being offered consists of one share of Common Stock, one Class A Warrant to
purchase one share of Common Stock and one Class B Warrant to purchase one share
of Common Stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) List of Exhibits:
EXHIBIT NO. TITLE
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99.1 Press Release issued on April 10, 2000 by FTM Media, Inc.
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.
FTM MEDIA, INC.
Date: April 10, 2000 By: /s/ Ron Conquest
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Ron Conquest
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NO. TITLE
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99.1 Press Release issued on April 10, 2000 by FTM Media, Inc.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
FTM MEDIA, INC. ANNOUNCES CLOSING OF FIRST PHASE OF
PRIVATE FINANCING
PHOENIX, Ariz. - April 10, 2000 - FTM ("Feed the Monster") Media, Inc. (OTC BB:
FTMM), a leading provider of major-market radio stations' Web sites, custom
content, Internet advertising, and e-commerce, announced today that it had
achieved its initial milestone associated with its current round of equity
financing by closing the first phase of its private placement. The Company has
raised in excess of $6 million in a combination of cash and conversion of
existing short term bridge notes as part of an ongoing private offering being
made to high net worth "angels" and institutional investors. Each Unit being
offered consists of one share of Common Stock, one Class A Warrant to purchase
one share of Common Stock and one Class B Warrant to purchase one share of
Common Stock.
"Completion of this phase of the financing is an important step for us," said
Ron Conquest, FTM Media's Chief Executive Officer, "as the majority of these
funds will be used toward Web site development costs and bridge debt repayment."
The securities sold in FTM Media's private placement have not been registered
under the Securities Act of 1933 and may not be offered and sold in the United
States absent registration or an applicable exemption from registration.
About FTM Media, Inc
Feed the Monster creates a powerful Internet presence for major-market radio
stations. The company's work includes developing and managing cutting-edge Web
sites; creating integrated advertising and e-commerce opportunities; and
extending stations' branding from the airwaves onto the Web. The company is at
the forefront of the
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FTMM ANNOUNCES CLOSING OF FIRST PHASE OF PRIVATE FINANCING
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convergence of radio, music and the Internet. Among FTM's client sites are
www.kroq.com in Los Angeles, www.live105.com and www.kcbs.com both in San
Francisco, www.wbcn.com in Boston, www.B96.com in Chicago, and www.whfs.com in
Washington DC. More information about FTM Media, which has corporate
headquarters in Phoenix and creative/production offices in Burbank, Calif., can
be found on its own Web site: www.feedthemonster.com.
FTM currently has a pending application with NASDAQ to move from the OTC
Bulletin Board to a listing on the NASDAQ SmallCap Market.
This release contains forward-looking statements that involve risks and
uncertainties including the company's ability to raise additional funds in this
private financing. Among other 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 Form 10-Q.
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