UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
24/7 Media, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
901314 10 4
(CUSIP Number)
Peter Yip Jeffrey M. Maddox
chinadotcom corporation Jon R. Lewis
20/F Citicorp Centre Clifford Chance
18 Whitfield Road 29/F Jardine House
Causeway Bay One Connaught Place
Hong Kong Hong Kong
(852) 2893 8200 (852) 2825 8888
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ]
(Continued on following pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 901314 10 4
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
chinadotcom corporation I.R.S.I.D.# Not Applicable
2. THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP* (b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions) OO
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
7. SOLE VOTING POWER 2,570,000
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER 2,570,000
10. SHARED DISPOSTIIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY 2,570,000
OWNED BY EACH REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11 7.2%
14. TYPE OF REPORTING PERSON* CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.01 par value
per share (the "Issuer Common Stock"), of 24/7 Media, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 1250 Broadway, 28th Floor, New York, New York 10001.
2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is chinadotcom
corporation, a Cayman Islands company ("chinadotcom").
(b) The address of the principal office and principal business of
chinadotcom is 20/F Citicorp Centre, 18 Whitfield Road, Causeway Bay,
Hong Kong.
(c) chinadotcom is a leading pan-Asian Internet company offering web
solutions, portal and online advertising services. Set forth in
Schedule A hereto, which is incorporated herein by reference, is the
name and present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted, of each of
chinadotcom's directors and executive officers, as of the date hereof.
Other than directors and executive officers, there are no persons
controlling chinadotcom.
(d) During the past five years, neither chinadotcom nor, to chinadotcom's
knowledge, any person named in Schedule A hereto, has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither chinadotcom nor, to chinadotcom's
knowledge, any person named in Schedule A hereto, was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of or
prohibiting or mandating activity subject to Federal or State
securities laws or finding any violation with respect to such laws.
(f) Except as indicated in Schedule A hereto, each of the individuals
named therein is a U.S. citizen.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to (i) an Equity Exchange Agreement, dated as of June 30, 2000
(the "Equity Exchange Agreement"), among chinadotcom, 24/7 Media-Asia Ltd.
("Media-Asia"), a Hong Kong company majority-owned by chinadotcom, and the
Issuer, and (ii) the 24/7 Media-Asia Agreement, dated as of June 30, 2000 (the
"Media-Asia Agreement"), among chinadotcom, Media-Asia, the Issuer, and 24/7
Mail, Inc. a Delaware corporation, and subject to the conditions set forth
therein, the Issuer issued 2.5 million shares of Issuer Common Stock, par value
$0.001 per share, to chinadotcom and, as consideration for the shares, on or
about November 17, 2000 chinadotcom delivered to the Issuer 174 shares of the
common stock of Media-Asia, par value HK$1.00 per share, representing 19.9% of
the issued and outstanding capital stock of Media Asia, on a fully diluted
basis. The foregoing summary of these agreements is qualified in its entirety by
reference to the copy of (i) the Equity Exchange Agreement included as Exhibit 1
to this Schedule 13D and incorporated herein in its entirety by reference and
(ii) the Media-Asia Agreement included as Exhibit 2 to this Schedule 13D and
incorporated herein in its entirety by reference.
4. PURPOSE OF TRANSACTION
(a) As described in Item 3 above, this Schedule 13D relates to an exchange
of shares between chinadotcom and the Issuer. The purpose of the
exchange was to create a collaborative alliance between chinadotcom,
Media-Asia and the Issuer 24/7 Media to establish, develop and market
the numerous websites affiliated with the Issuer, chinadotcom and
Media-Asia.
(b) Not applicable.
(c) Not applicable.
(d) The Equity Exchange Agreement states that so long as chinadotcom holds
5% of the Issuer Common Stock, the Issuer shall use its best efforts
to nominate and recommend the Chief Executive Officer of chinadotcom,
currently Mr. Peter Yip, for election to the board of directors of the
Issuer.
(e)-(j) Not applicable.
5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the Equity Exchange Agreement and the Media-Asia
Agreement, chinadotcom may be deemed to be the beneficial owner of a
total of 2,570,000 shares of Issuer Common Stock. The Shares
constitute approximately 7.2% of the issued and shares of Issuer
Common Stock based on 35,599,192 outstanding shares of Issuer Common
Stock as of November 17, 2000.
(b) chinadotcom has the sole power to vote and dispose of 2,570,000 shares
of Issuer Common Stock.
(c) Neither chinadotcom nor, to the knowledge of chinadotcom, any person
named in Schedule A, has effected any transaction in the Issuer's
common stock during the past 60 days.
(d)-(e) Not applicable.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as set forth in this Schedule 13D, to the knowledge of chinadotcom,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
(a) Equity Exchange Agreement, dated as of June 30, 2000, among
chinadotcom corporation, a Cayman Islands company, 24/7 Media-Asia
Ltd, a Hong Kong Company and a majority-owned subsidiary of
chinadotcom, and 24/7 Media, Inc., a Delaware corporation.
(b) 24/7 Media-Asia Agreement, dated as of June 30, 2000, among
chinadotcom corporation, a Cayman Islands company, 24/7 Media-Asia
Ltd, a Hong Kong Company and a majority-owned subsidiary of
chinadotcom, 24/7 Media, Inc., a Delaware corporation, and 24/7 Mail,
Inc. a Delaware corporation.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 17, 2000
chinadotcom corporation
By: /s/ Peter Yip
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Peter Yip
Chief Executive Officer
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF CHINADOTCOM CORPORATION
Name Position Business Address
Dr. Raymond K.F. Ch'ien Chairman chinadotcom corporation
20/F Citicorp Centre
(Chinese citizen) 18 Whitfield Road
Causeway Bay, Hong Kong
Peter Yip Director and chinadotcom corporation
Chief Executive 20/F Citicorp Centre
Officer 18 Whitfield Road
Causeway Bay, Hong Kong
Zhang Guo Liang Director chinadotcom corporation
20/F Citicorp Centre
(Chinese citizen) 18 Whitfield Road
Causeway Bay, Hong Kong
J. Carter Beese, Jr Director Riggs Capital Partners
800 17th Street, N.W.
Washington, D.C. 20036
Thomas M. Britt III Director iReality Group Limited
66/F The Center
Central, Hong Kong
Chan Wing-Tak, Douglas Director 33/F New World Tower
18 Queen's Road
(Canadian citizen) Central, Hong Kong
Harry Edelson Director Whiteweld Centre
300 Tice Boulevard
Woodcliff Lake, NJ 07675
Peter Hamilton Director, Chief chinadotcom corporation
Operating Officer 20/F Citicorp Centre
(British citizen) and Chief Financial 18 Whitfield Road
Officer Causeway Bay, Hong Kong
Gerald Sokol, Jr Director 44900 Prentice Drive
Dulles, VA 20166
Zhou Shun Ao Director and Chief chinadotcom corporation
China Officer 20/F Citicorp Centre
(Chinese citizen) 18 Whitfield Road
Causeway Bay, Hong Kong
