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):
September 10, 1998
SNYDER COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-12145 52-1983617
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
Two Democracy Center, 6903 Rockledge Drive
15th Floor, Bethesda, Maryland 20817
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(Address of principal executive offices) (Zip Code)
(301) 468-1010
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 10, 1998, Snyder Communications, Inc., a Delaware
corporation (the "Registrant"), consummated a merger (the "Merger") whereby
Snyder German Acquisition GmbH., a limited liability company established under
the laws of Germany and a wholly owned subsidiary of the Registrant, was merged
with and into MKM Marketinginstitut GmbH., a limited liability company
registered in Germany ("MKM"), with MKM surviving the Merger as a wholly owned
subsidiary of the Registrant. The Registrant issued an aggregate of 1,701,355
shares of its common stock, $.001 par value, to the equityholders of MKM in
connection with the transaction. The Merger has been accounted for as a pooling
of interests for accounting and financial reporting purposes. The consideration
received by the stockholders of MKM and the other material terms of the Merger
were determined through arms'-length negotiation between the Registrant and MKM.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) Financial statements of businesses acquired.
It is impracticable to provide the required financial statements for
MKM at the date hereof. The Registrant undertakes to file such required
financial statements by means of an amendment to this Current Report on Form 8-K
as soon as practicable, but no later than November 24, 1998.
(B) Pro forma financial information.
It is impracticable to provide the required pro forma financial
information required pursuant to Article 11 of Regulation S-X at the date
hereof. The Registrant undertakes to file such required pro forma financial
information by means of an amendment to this Current Report on Form 8-K as soon
as practicable, but no later than November 24, 1998.
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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 thereunto duly authorized.
SNYDER COMMUNICATIONS, INC.
(Registrant)
Date: September 25, 1998 /s/ Michele D. Snyder
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Michele D. Snyder
Vice Chairman, President
and Chief Operating Officer
Date: September 25, 1998 /s/ A. Clayton Perfall
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A. Clayton Perfall
Chief Financial Officer
