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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
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Date of Report (Date of earliest event reported): June 27, 2000
24/7 MEDIA, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-29768 13-3995672
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
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1250 Broadway
New York, New York, 10001
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 231-7100
N/A
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On June 28, 2000, 24/7 Media, Inc., a Delaware corporation ("24/7
Media") and Exactis, Inc., a Delaware corporation ("Exactis.com"), completed a
merger (the "Merger") pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of February 29, 2000, by and among 24/7 Media, Evergreen
Acquisition Sub Corp. and Exactis.com, whereby Exactis.com has become a
subsidiary of 24/7 Media. On June 27, 2000, the stockholders of 24/7 Media
approved the issuance of 24/7 Media stock in connection with the Merger and on
the same date the stockholders of Exactis.com approved the Merger Agreement.
Pursuant to the Merger and the other transactions contemplated by
the Merger Agreement, each share of Exactis.com common stock, par value $0.01
per share, was converted into the right to receive 0.60 shares of 24/7 Media
common stock. 24/7 Media will issue approximately 8,182,275 shares of 24/7
Media common stock in exchange for the shares of Exactis.com common stock.
24/7 Media issued a press release announcing the completion of the
Merger on June 28, 2000, a copy of which is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
99.1 Press Release dated June 28, 2000, announcing the
completion of the Merger.
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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 hereunto duly authorized.
24/7 MEDIA, INC.
By: /s/ Mark Moran
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Name: Mark Moran
Title: Senior Vice President and
General Counsel
Date: June 28, 2000
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INDEX TO EXHIBITS
Exhibit
Exhibit 99.1 Press Release dated June 28, 2000, announcing the
completion of the Merger.
