POPMAIL COM INC
8-K, 2000-01-25
EATING PLACES
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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): January 24, 2000




                                POPMAIL.COM, INC.
             (Exact name of registrant as specified in its charter)



         Minnesota                       0-23243                31-1487885
(State or other jurisdiction     (Commission File Number)     (IRS Employer
     of incorporation)                                      Identification No.)

         4801 West 81st Street, Suite 112, Bloomington, MN        55437
           (Address of principal executive offices)             (Zip Code)


          (Former Name or Former Address, if Changed Since Last Report)

       Registrant's telephone number, including area code: (612) 837-9917



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Item 5.           OTHER EVENTS

         The Registrant's Press Release dated January 24, 2000, which is filed
as Exhibit 99.1 to this Form 8-K is incorporated herein by reference.


Item 7.           FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits

                  99.1. Press Release dated January 24, 2000.


                                    SIGNATURE

         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.

                                     POPMAIL.COM, INC.


Date:   January 24, 2000             By:  /s/ Stephen King
                                        --------------------------------------
                                     Name:   Stephen King
                                     Title:  Chief Executive Officer




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                                                                   EXHIBIT 99.1

                  PopMail.com, Inc. (ticker: POPM, exchange: Nasdaq) News
                  Release - Monday, January 24, 2000

                  PopMail.com, inc. Announces Execution of Definitive Contracts
                  to Purchase Iz.com

                  DALLAS, Jan. 24 /PRNewswire/ -- PopMail.com, inc. (Nasdaq:
                  POPM), a leading permission- and affinity-based email
                  marketing company for the broadcast, media, sports, and
                  entertainment industries, announced today it has entered into
                  a definitive agreement to acquire online convergent media
                  company Iz.com Incorporated.

                  Under the terms of the acquisition, a wholly owned and
                  principal operating subsidiary of PopMail.com will be merged
                  into IZ.com, such that IZ.com will become a wholly-owned
                  subsidiary of Popmail. In consideration for the acquisition,
                  Iz.com shareholders will receive a number of shares of a new
                  class of PopMail.com preferred stock in exchange for their
                  Iz.com shares. Assuming approval of the Acquisition by
                  Popmail's shareholders, these new preferred shares can be
                  converted into approximately 7.3 million shares of common
                  stock. Popmail will also assume all outstanding IZ.com options
                  and warrants.

                  The Acquisition, which is subject to certain conditions, is
                  expected to be completed in the first quarter. This will give
                  PopMail.com ownership of Iz.com's technology, production
                  facilities, creative talent and client roster, which provides
                  PopMail.com an opportunity to further expand and attract more
                  members to the Company's affinity network. In addition to
                  expanding the Company's member base, a host of synergies will
                  enable PopMail.com to take full advantage of Iz.com's
                  convergent media marketing services.

                  Stephen D. King, CEO of PopMail.com, inc., stated, "We are
                  pleased to announce the progress being made relating to the
                  acquisition of Iz.com. With the addition of Iz.com,
                  PopMail.com will offer a complete communications solution to
                  its members that includes television, broadcast media, and
                  permission-based email. Bringing together these various media
                  platforms and the Internet offers affinity-based organizations
                  more focused communication with their members, thereby
                  enhancing their overall revenue generating potential. PopMail
                  strives to be at the forefront of affinity-based email
                  marketing, and the addition of convergent media should provide
                  the Company with an additional opportunity to attract new
                  members to the PopMail Network."

                  Iz.com is a convergent media business that uses spiral
                  marketing to promote consumer ecommerce, involving the
                  cross-promotion of products and services through email, online
                  and conventional media, where consumers choose to receive an
                  advertiser's communications.

                  Gary Schneider, CEO of PopMail Network, said, "The addition of
                  Iz.com will greatly

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                  expand our growing stable of services, and will also allow
                  PopMail to leverage Iz.com's existing content and
                  relationships to help build one of the Internet's largest
                  affinity and permission-based email marketing and convergent
                  media companies serving the radio, television, newspaper,
                  sports and entertainment industries."

                  About PopMail.com, inc.

                  PopMail.com, inc. is a "permission-marketing" and
                  "affinity-based" email marketing company, serving the needs of
                  individual businesses in a one-on-one relationship with their
                  customers. The Company targets four main vertical markets for
                  its network services: Broadcast, Media, Sports and
                  Entertainment industries. Companies in these vertical markets
                  typically have customers who have a strong affinity towards
                  their products and services, such as a favorite sports team,
                  radio station or upcoming broadcast or publication. Combining
                  these email services allows companies to cut through the
                  clutter and inefficiencies of traditional marketing and begin
                  promoting and branding more effectively and efficiently to
                  their viewers, listeners, fans and customers on the topics and
                  items that are of interest to them.

                  The Private Securities Litigation Reform Act of 1995 provides
                  a "safe-harbor" for forward-looking statements. Certain
                  information included in this press release (as well as
                  information included in oral statements or other written
                  statements made by or to be made by Popmail) contains
                  statements that are forward-looking, such as statements
                  relating to plans for future expansion. Such forward-looking
                  information involves important risks and uncertainties that
                  could significantly affect anticipated results in the future;
                  and accordingly, such results may differ from those expressed
                  in any forward-looking statement made by or on behalf of
                  Popmail. These risks and uncertainties include, but are not
                  limited to, the need to obtain shareholder approval of the
                  proposed transaction, Popmail's ability to obtain needed
                  capital in advance of closing the proposed transaction, the
                  difficulties inherent to integrating business organizations,
                  and the uncertainty regarding whether the expected synergies
                  from the transaction can be realized. For more information,
                  review Popmail's filings with the Securities and Exchange
                  Commission.

                  SOURCE PopMail.com, inc

                  CONTACT: Stephen D. King, President and CEO of PopMail.com,
                  inc., 513-794-1777, ext. 14, or [email protected] ;
                  or Gary Schneider, CEO of PopMail Network, 972-550-5580, or
                  [email protected] ; or Investors, Michael
                  Lafferman, President of Metropolitan Capital Partners,
                  [email protected] , or 818-789-0100/





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