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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 28, 1999 0-29768
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Date of Report Commission File Number
(Date of earliest event reported)
24/7 MEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3995672
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State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1250 Broadway
New York, New York 10001
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(Address of Principal Executive Offices) (Zip Code)
(212) 231-7100
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(Registrant's telephone number, including area code)
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Item 5. Other Events
A. Local Market Affiliation Agreement with NBC. On March 17, 1999, 24/7
Media, Inc. (the "Company" or "we") announced an exclusive agreement with
NBC-Interactive Neighborhood that allows us to sell advertising on NBC network
television stations and their associated Web sites at the local market level.
Under the terms of the agreement, we will recruit, train and staff sales and
support personnel who will operate out of the local NBC stations as well as in
our regional offices. We will also jointly provide ad sales consulting and
regional representation services to more than 100 NBC stations that are
currently affiliated with NBC-IN.
We will collaborate with NBC-IN on the development of advertising packages
that leverage the reach and brand-building strengths of NBC local television
with the direct response data collection and marketing functionality of NBC's
local station Web sites. Initial launch markets include NBC-owned and operated
stations in New York, Los Angeles, Chicago, Washington, D.C., Dallas and San
Diego with initial plans to follow in an additional 14 broadcast station
markets.
The press release, dated March 17, 1999 is filed herewith as Exhibit 99.1
and is incorporated herein by reference.
B. Cross Promotion Agreement and Equity Exchange with TechWave Inc. On April
5, 1999, we entered into a cross promotion agreement with TechWave Inc. TechWave
provides e-commerce technology and enabling services, an online shopping
network, creative design services, and product fulfillment to 15,000 Web sites.
Under this agreement, we will promote TechWave's services to our Web sites
while TechWave will promote our advertising representation and e-mail management
services to TechWave's clients. In addition, we will co-brand our Click2Buy
transactional banner service with TechWave's ShopNow e-commerce Web site, an
online shopping destination. Each party will receive a share of the other
party's revenues generated under the cross promotion agreement.
We also agreed to acquire 19.8% of TechWave in exchange for consideration
totalling $30.1 million. The purchase price consists of two parts:
o $5.0 million, to be paid out of the proceeds of our proposed follow-on
and secondary offering; and
o shares of our common stock with a value equal to $30.1 million, less
any cash paid.
The press release, dated April 13, 1999, is filed herewith as Exhibit 99.2
and is incorporated herein by reference.
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Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
5.1 Affiliation Agreement, dated March 11, 1999, between the Company
and NBC Multimedia, Inc. (incorporated herein by reference to
Exhibit 10.26 to the Company's Registration Statement on Form
S-1, File No. 333-70857).
5.2 Cross Promotion Agreement, dated April 5, 1999 between the
Company and TechWave Inc. (incorporated herein by reference to
Exhibit 10.30 to the Company's Registration Statement on Form
S-1, File No. 333-70857).
5.3 Securities Purchase Agreement, dated April 12, 1999 between the
Company and TechWave Inc. (incorporated herein by reference to
Exhibit 10.31 to the Company's Registration Statement on Form
S-1, File No. 333-70857).
99.1 Press release, dated March 17, 1999 regarding NBC Multimedia,
Inc.
99.2 Press release, dated April 13, 1999 regarding TechWave Inc.
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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.
24/7 MEDIA, INC.
Date: April 28, 1999 By: /s/ Mark E. Moran
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Name: Mark E. Moran
Title: Senior Vice President and General Counsel
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EXHIBIT INDEX
Exhibit Number Description
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5.1 Affiliation Agreement, dated March 11, 1999, between the
Company and NBC Multimedia, Inc. (incorporated herein by
reference to Exhibit 10.26 to the Company's Registration
Statement on Form S-1, File No. 333-70857).
5.2 Cross Promotion Agreement, dated April 5, 1999 between the
Company and TechWave Inc. (incorporated herein by reference to
Exhibit 10.30 to the Company's Registration Statement on Form
S-1, File No. 333-70857).
5.3 Securities Purchase Agreement, dated April 12, 1999 between
the Company and TechWave Inc. (incorporated herein by
reference to Exhibit 10.31 to the Company's Registration
Statement on Form S-1, File No. 333-70857).
99.1 Press release, dated March 17, 1999 regarding NBC Multimedia,
Inc.
99.2 Press release, dated April 13, 1999 regarding TechWave Inc.
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Contacts: Jeff DeMarrais Leslie Howard
NBC Corporate Communications 24/7 Media Corporate Communications
212/664-3505 212-231-7104
[email protected] [email protected]
NBC-Interactive Neighborhood and 24/7 Media Partner
To Offer Local Market Multimedia Advertising
NEW YORK, March 17, 1999 -- 24/7 Media, Inc. (NASDAQ: TFSM) and NBC-Interactive
Neighborhood ("NBC-IN") today announced an exclusive three-year agreement to
create the first nationwide advertising sales force focused exclusively on the
convergence of television and the Internet at the local market level. The
venture will combine NBC's unmatched on-air promotion strength with 24/7 Media's
leadership in online advertising sales to build fully integrated multimedia
sponsorship programs for major market local advertisers.
Initial launch markets include NBC-owned and operated stations in New York
(www.newschannel4.com), Los Angeles (www.nbc4la.com), Chicago (www.nbc5chi.com),
Washington, D.C. (www.nbc4.com), Dallas (www.nbc5dfw.com) and San Diego
(www.nbc739.com) -effective immediately- with plans to follow in an additional
14 broadcast station markets during 3rd Quarter. The partnership will also
deliver ad sales consulting and regional representation services to the more
than 100 NBC stations that are currently affiliated with NBC-IN.
Under the terms of the agreement, 24/7 Media will recruit, train and staff sales
and support personnel who will operate out of both the NBC stations as well as
in 24/7 Media's regional offices. 24/7 Media and NBC-IN will collaborate on the
development of cooperative advertising packages that leverage the reach and
brand-building strengths of NBC local television with the direct response, data
mining and marketing functionality of NBC's local station Web sites.
Additionally, NBC is acquiring a strategic equity interest in 24/7 Media, Inc.
"We are responding to the demands of this new Internet ad-sales market with
novel and creative solutions that keep NBC in a leadership position among
traditional media companies on the Internet. In the local market, we will expand
our on-air relationships to include e-commerce, classified advertising and other
direct marketing Internet programs that turn viewers into customers," said
Martin J. Yudkovitz, President of NBC Interactive. "24/7 Media's leadership
position in Internet media sales makes them the ideal partner in this
initiative."
Added Pat Wallace, President NBC Television Stations: "This partnership enables
our NBC stations not only to continue their brand extension in local markets but
to develop new revenue streams through their Web sites."
"We are very excited to be entering into this new venture with NBC, which is the
best possible partner for our initial foray into local markets," said David J.
Moore, CEO of 24/7 Media. "The Internet is capturing an increasingly significant
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portion of media dollars, and this is a major first step in our integration of
Internet advertising into multimedia packages. We look forward to further
strategic initiatives that will enable advertisers to leverage more traditional
forms of advertising with Internet marketing."
A frontrunner in forging strategic alliances with Internet companies, NBC
established this relationship with 24/7 Media as its next step in making NBC-IN
the leading local destination on the Internet. On a monthly basis, NBC local TV
stations routinely obtain penetration levels exceeding 90 percent of all
television households in a given market. With its superior 18-49 demographics,
NBC is currently the #1 television network in homes with Internet access. By
utilizing this reach advantage as a promotional vehicle to drive traffic to
local station Web sites, NBC stations are in a position to extend their
leadership positions to the Internet.
About NBC
NBC, the leader among traditional media companies in Internet and new media
businesses, holds equity stakes in Snap, CNET, Talk City, iVillage, Telescan,
ValueVision International and 24/7 Media. NBC maintains NBC.com, the first TV
network Web site to feature original programming and operates NBC Interactive
Neighborhood, a localized Internet community guide service customized for over
100 local NBC stations. NBC also owns VideoSeeker (www.videoseeker.com), an
on-demand Internet video service operated with InterVU Inc.
With Microsoft, NBC owns and operates MSNBC, a 24-hour cable news network and
Internet news service at www.msnbc.com. Also, together with Microsoft and Dow
Jones, NBC operates CNBC/Dow Jones Business Video, offering video- and
audio-based financial news and information to financial professionals and
institutions. Other new media innovations from NBC include interactive
television initiatives with Microsoft WebTV for Windows and WebTV Plus,
Wink-enhanced programming with Wink Communications, NBC Intercast with Intel,
electronic program guides with Gemstar and on-demand video services with
Intertainer.
About NBC-Interactive Neighborhood
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NBC-IN is NBC's online network of owned and affiliated stations, featuring
localized community information and services. Upon developing NBC-IN in October
1997, NBC was the first broadcast network to launch a localized Internet
community guide service, nationwide. The network has since grown to over 100
stations covering approximately 65% of the United States. The service is
accessible on the homepages of participating NBC stations, as well as through a
station directory at http://www.nbcin.com. NBC-IN currently features the best of
the Internet in virtually all valuable localized content categories, including
content from: autobytel.com, BigYellow, Dealer Sites, FamilyEducation Network,
Gist, HOT Coupons, InterVU Inc., InXsys, The Lottery Channel, LAUNCH Media,
Microsoft's Sidewalk, Monster.com, Preview Travel, Realtor.com, Rent Net, and
Talk City.
About 24/7 Media
Reaching more than half of all online users in the U.S., 24/7 Media, Inc.
is one of the largest Internet media companies. Through its global online
advertising
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and direct marketing networks, 24/7 Media provides a full-suite of online
media sales services to advertisers and Web publishers. Through its flagship
networks, 24/7 Media represents more than 1.3 billion ad impressions per month
on more than 250 high-profile sites covering 20 countries. 24/7 Media also owns
and operates 24/7 Profilz(TM), the first online co-op database of Web user
profiles used to deliver targeted online banner and email campaigns. Based in
New York, 24/7 Media, Inc. is a publicly traded company (NASDAQ: TFSM) with
offices in 26 cities in 14 countries. For more information please visit
www.247media.com, www.247europe.com or www.247asia.com.
FOR IMMEDIATE RELEASE
Techwave and 24/7 Media Enter Agreement
to Collaboratively Develop and
Promote Online Marketing and E-Commerce Services
24/7 Media to Acquire a Significant Equity Stake in TechWave Inc.
SEATTLE, WA, April 13, 1999 - TechWave Inc., a leading electronic commerce
company, today announced that it has entered an exclusive co-marketing agreement
with 24/7 Media, Inc.
(NASDAQ: TFSM), one of the largest Internet media companies.
Under this agreement, 24/7 Media will promote TechWave's full-service e-Commerce
enabling services to its more than 2,600 24/7 Network and ContentZone
affiliates, and TechWave will promote 24/7 Media's advertising sales
representation and email management services to its more than 20,000 ShopNow
shopping network affiliates. The companies will also make a mutual investment in
each other, with 24/7 Media acquiring a 19.8 percent equity stake in TechWave in
exchange for a combination of 24/7 Media common stock and cash.
The companies will develop a co-branded suite of advertising, direct marketing,
and e-Commerce technologies and services. These services will be promoted to the
companies' combined client base of more than 20,000 Web site affiliates, with
both companies sharing in the revenues resulting from the co-marketing
agreement. This agreement benefits both companies' Web site clients through
favorable incentives to take advantage of the new co-branded suite of services.
For example, TechWave's ShopNow network will receive incentive to join 24/7
Media's advertising network while 24/7's advertising network affiliates will
receive favorable incentives to establish online store-fronts and join the
ShopNow (www.shopnow.com) Internet shopping network. In addition, to further
promote ShopNow, TechWave has committed to a significant advertising schedule
over the next three years to run on The 24/7 Network, which reaches more than
half of all U.S. online users.
One of the new services the companies plan to roll-out this year is an
advertising/e-Commerce program that enables the consumer to transact within
online advertising or "banners," thereby making banner advertisements the actual
point-of-sale. In-banner transactions will eliminate a current barrier to
purchase-- interruption of the consumer's online activity. An Internet user will
be able to shop or purchase goods while they chat, follow the stock market, or
play games without having to leave the engaging site. This is a benefit to
consumers as well as to Web site publishers who view traditional banners in
conflict with their own objective of keeping the user engaged at the Web
publisher's site.
"Our exclusive, strategic relationship with 24/7 Media will provide thousands of
e-Commerce Web sites access to extensive Internet media and services," said
Dwayne Walker, president and chief executive officer of TechWave. "The
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combination of 24/7 Media's reach and targeting with TechWave's direct marketing
services and technology will create a highly effective alliance and will
immediately yield incredible benefits for millions of Internet buyers and
sellers."
"Techwave's technology, driect marketing services and shopping platform provide
commplete commerce solutions and online retailing capabilities that perfectly
complement out Internet media services," said David J. Moore, CEO of 24/7 Media.
"This partnership will give our affiliates access to the premier e-Commerce
enabling technologies and services."
Jupiter Communications forecasts that e-Commerce will generate $43.2 billion in
revenues in 2002. Further, they estimate that only 20% of that revenue will be
generated by portal sites, thus indicating that e-Commerce sites will have to
pursue promotion and distribution strategies through alternatives such as
ShopNow.com and The 24/7 Network.
About 24/7 Media:
Reaching more than half of all online users in the U.S., 24/7 Media, Inc. is one
of the largest Internet media companies. Through its global online advertising
and direct marketing networks, 24/7 Media provides a full-suite of online media
sales services to advertisers and Web publishers. Through its flagship networks,
24/7 Media represents more than 1.3 billion ad impressions per month on more
than 250 high-profile sites covering 20 countries. 24/7 Media also owns and
operates 24/7 Profilz(TM), the first online co-op database of Web user profiles
used to deliver targeted online banner and email campaigns. Based in New York,
24/7 Media, Inc. is a publicly traded company (NASDAQ: TFSM) with offices in 26
cities and 14 countries. For more information please visit www.247media.com,
www.247europe.com or www.247asia.com.
About TechWave:
Established in 1994, TechWave Inc. (www.techwave.com) is a leading electronic
commerce and direct marketing company dedicated to making e-Commerce a reality
for all businesses. Through its full suite of e-Commerce solutions, TechWave
helps customers and merchants safely and easily buy and sell merchandise online.
With offices in Seattle Washington and Sausalito California, TechWave provides
electronic commerce technology services to thousands of companies.
TechWave Press Contact:
Howard Barokas, Barokas Public Relations, 206.264.8220, [email protected]
Hannah Coan, TechWave, (206) 389-6464, [email protected]
24/7 Media Press Contact:
Leslie Howard, Corporate Communications, 212.231.7104, [email protected]
