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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
August 24, 2000 0-29768
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Date of Report Commission File Number
(Date of earliest event reported)
24/7 MEDIA, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3995672
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(State or Other Jurisdiction (IRS Employer
of Formation) Identification Number)
1250 BROADWAY, NEW YORK, NEW YORK 10001
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(Address of Principal Executive Offices, Including Zip Code)
(212) 231-7100
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Registrant's Telephone Number, Including Area Code
N/A
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(Former Name of Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 24, 2000, 24/7 Media, Inc. ("24/7 Media" or "we")
announced the acquisition of Website Results, Inc. ("WSR"), a privately-held
Delaware corporation. WSR engages in the business of optimizing search engine
results. In the transaction, WSR merged with a wholly-owned acquisition
subsidiary of 24/7 Media. The stockholders of WSR received 4,260,000 shares
of the common stock of 24/7 Media at the closing of the transaction. The WSR
stockholders may receive up to an additional 2,840,000 shares of 24/7 Media
common stock during the approximately 17 months after the closing if certain
earnings targets are satisfied. 24/7 Media also assumed all of the
outstanding stock options to acquire common stock of WSR and converted these
options into options to acquire our common stock under our 1998 Stock
Incentive Plan at an exchange rate of 0.71 shares of our common stock for
each outstanding option to acquire WSR common stock at an exercise price of
$12.68 per share. In the transaction, 24/7 Media acquired net assets of
approximately $5 million and incurred transaction costs of approximately $1.6
million. The merger will be treated as a purchase for accounting purposes.
The consideration payable by 24/7 Media was determined as a result
of negotiation by and between 24/7 Media and WSR. The net assets of WSR acquired
by 24/7 Media as a result of the merger transaction consisted of equipment and
other operating assets and certain intangibles. These assets are used in
connection with the business of optimizing search engine results. 24/7 Media
intends to operate the business and use the assets as previously operated and
used by WSR; provided that changing business conditions or strategic plans may
lead to changes in WSR's operations in the future.
The Agreement and Plan of Merger dated August 24, 2000 by and among
24/7 Media, WSR Acquisition Sub, Inc., WSR and the stockholders of WSR is filed
herewith as Exhibit 2.1 and is incorporated herein by reference.
The press release, dated August 24, 2000, is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) EXHIBITS.
2.1 Agreement and Plan of Merger, dated August 24, 2000,
between 24/7 Media, Inc. WSR Acquisition Sub, Inc., Website
Results, Inc. and the stockholders of WSR.
99.1 Press Release dated August 24, 2000 regarding Website
Results, 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.
By: /s/ Mark E. Moran
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Name: Mark E. Moran
Title: Senior Vice President and
General Counsel
Date: August 24, 2000
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger, dated August 24, 2000,
between 24/7 Media, Inc., WSR Acquisition Sub, Inc.,
Website Results, Inc. and the stockholders of WSR.
99.1 Press Release dated August 24, 2000 regarding Website
Results, Inc.
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