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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) December 20, 1999
Modem Media . Poppe Tyson, Inc.
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(Exact name of Registrant as Specified in its Charter)
Delaware 0-21935 06-1464807
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(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
230 East Avenue, Norwalk, Connecticut 06855
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(Address of Principal Executive Officers) (Zip Code)
(203) 299-7000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On December 20, 1999, Modem Media.Poppe Tyson, Inc. (the "Company") announced
that it has acquired vivid studios, a privately held company, and issued a press
release to that effect.
The complete text of the press release issued by the Company is attached as an
exhibit to this document.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99 Press Release, dated December 20, 1999
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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.
MODEM MEDIA . POPPE TYSON, INC.
/s/ Sloane Levy
Name: Sloane Levy
Title: Vice President, General Counsel
Dated: December 23, 1999
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Modem Media Acquires Internet Engineering and
Information Architecture Specialist, vivid
Deal Reinforces Customer-Focused E-Business Building and Marketing Leadership
Norwalk, CT, Dec. 20, 1999 - Modem Media . Poppe Tyson (NASDAQ: MMPT) a leading
builder and marketer of customer-focused e-businesses, announced today a
definitive acquisition agreement with privately-held vivid, for approximately
$64 million in common stock and cash. Based in San Francisco with 100
employees, vivid is a premier e-commerce developer focused on strategic online
ventures. The transaction is expected to close in January 2000, at which time
vivid will be integrated with Modem Media's San Francisco office.
vivid significantly strengthens Modem Media by:
. Meeting strong client demand for a greater depth of expertise and service
offerings in systems architecture and web engineering; information
architecture and design; and strategic consulting.
. Combining Modem's strength in guiding worldwide e-business development for the
Fortune 500 with vivid's proven incubation and development of online ventures.
This reinforces Modem Media's leadership as a full service provider of e-
business building and marketing services for both global companies and well-
backed Internet start-ups.
. Creating new shareholder value by leveraging vivid's success in launching
Internet start-ups through its Online Ventures practice and participating in
their growth through equity-based compensation.
"Modem's acquisition of vivid is in line with our customer-focused e-business
strategy and enables us to implement complex e-commerce sites quickly and market
them more effectively. vivid's engineering prowess and proven information
architecture and design methodologies augment our ability to provide exceptional
strategic guidance and complete end-to-end services for our clients," said G.M.
O'Connell, Chairman and CEO of Modem Media. "Modem will leverage these combined
strengths to create more powerful personalized services that help our clients
build better relationships with their customers and thus drive better e-business
performance."
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According to a recent report by Forrester Research, Inc., the market for U.S. e-
commerce services is expected to grow from $10.6 billion today to $64.8 billion
by 2003. Forrester anticipates that four services - strategy, marketing, design
and technical - will contribute to a compound annual growth rate of 74%. With
the acquisition of vivid, Modem Media furthers its position as a leading
provider of these services, and leverages these offerings to provide clients
with superior Internet and e-business solutions.
"We are thrilled to join Modem. The synergies between the service offerings and
expertise of Modem Media and vivid are significant," said Craig Wingate,
President and CEO of vivid. "Modem's excellence in developing and marketing
customer focused e-businesses when merged with vivid's deep expertise in
creating innovative online experiences and sophisticated engineering solutions
will provide customers with unmatched capabilities in the marketplace. It also
creates a dominant presence on the West Coast that will be leveraged throughout
the world. This is a relationship which truly benefits our clients, employees,
and partners."
Modem Media is successfully managing strong growth, driving year-on-year
revenues up over 90% from $10.9 million to $21.1 million in the quarter ended
September 30, 1999. This transaction brings the company's worldwide employee
base to approximately 700, with approximately 180 employees located in San
Francisco. The West Coast office will service Fortune 500 clients including
Intel, Toyota and Sony Entertainment of America as well as pure Internet
companies including E*TRADE, Women.com, OpenAuto.com, EventSource.com and
Startups.com. In addition, Modem Media San Francisco will continue to execute
industry leading e-business development, information architecture and design for
American Century, The Industry Standard and The Webby Awards.
The Company also stated that the transaction consideration consists of
approximately 227,000 shares of Modem Media stock, the assumption of 605,000
options and $10.4 million in cash.
About Modem Media
Modem Media (http://www.modemmedia.com) is a leading builder and marketer of
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customer-focused e-businesses for world-class brands. Based on customer-driven
insights, Modem Media identifies e-business opportunities, and utilizes its
conceptual, technological and marketing expertise to build, distribute and
manage unique e-business solutions for its clients. Headquartered in
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Norwalk, Conn., Modem Media.s expanding global presence includes offices in New
York City, San Francisco, Toronto, London, Munich, Tokyo, Hong Kong and an
affiliate office in Sao Paolo. With more than 580 professionals worldwide, Modem
Media has created customer-focused Internet solutions for global brands such as
3M, Citibank, Intel, Delta Air Lines, E*TRADE, General Electric, IBM, Sony
Computer Entertainment of America, Unilever and Vodafone.
About vivid studios
vivid studios (http://www.vivid.com) specializes in building online ventures for
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start-up businesses and strategic initiatives within established companies. The
company's award winning Internet-related services involve strategic planning,
engineering, design, and project management. vivid clients include PBS Online,
Gymboree, EventSource.com, OpenAuto.com, Startups.com, American Century, and The
Webby Awards.
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This press release contains statements that are ``forward-looking'' within the
meaning of applicable federal securities laws, which are subject to a number of
risks and uncertainties that could cause actual results to differ materially
from those anticipated. Factors that could cause actual results to differ
include the timing of the closing of the transaction, the timing, ability and
cost to integrate the two companies, the timing of new projects and client
initiatives, costs related to the expansion of the Company's business and
marketing efforts and other factors more fully discussed in our filings with the
Securities and Exchange Commission.
