DAG MEDIA INC
8-K, 1999-08-09
MISCELLANEOUS PUBLISHING
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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): August 9, 1999
                                                  --------------

                                 DAG MEDIA, INC.
                                 ---------------
             (Exact name of Registrant as specified in its charter)

         NEW YORK                    000-25991                   11-3474831
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission                  (IRS Employer
     of incorporation)             File Number)              Identification No.)

              125-10 Queens Boulevard, Kew Gardens, New York 11415
              ----------------------------------------------------
               (Address of principal executive office) (Zip Code)

                                 (718) 261-2799
                                 --------------
              Registrant's telephone number, including area code:

                                      N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
<PAGE>

Item 5: Other Events.

      On August 6, 1999 the Registrant issued a press release announcing that
its Board of Directors has approved a stock repurchase program of up to 150,000
Common Shares of the Company over a twelve month period.

Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.

      Exhibits:

      A.    Press release, date August 6, 1999, announcing stock repurchase
            program.

                                    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.

                                  DAG MEDIA, INC.


Date: August 9, 1999              By: /s/ Assaf Ran
                                      -----------------------------------------
                                          Assaf Ran,
                                          President and Chief Executive Officer


                                       2



                                                                    NEWS RELEASE
                                                               US 1 DISTRIBUTION
                                                           FOR IMMEDIATE RELEASE

For more information, contact:
Assaf Ran
President
DAG Media, Inc.
(718) 263-8454

                  DAG MEDIA ANNOUNCES STOCK REPURCHASE PROGRAM

      Kew Gardens, New York (Friday, August 6, 1999) -- DAG Media, Inc. (Nasdaq:
DAGM) announced today that its Board of Directors had authorized the purchase of
up to 150,000 of its Common Shares in open market purchases over the next 12
months.

      The Company said its Board of Directors believes that DAG Media shares are
undervalued in the marketplace. Any shares purchased will be held in the
treasury for possible future use for general corporate purposes.

      DAG Media is a leading independent print and on-line publisher of yellow
page directories, including NewYellow, a general interest yellow page directory
that is challenging the monopoly of the Bell Atlantic Yellow Pages in the New
York market. The company's directories are published on the Internet at
www.porty.com.

      In accordance with the safe harbor provisions of the Private Securities
      Litigation Reform Act of 1995, the Company notes that statements in this
      release which look forward in time involve risks and uncertainties that
      may cause actual results or achievements to materially differ from those
      indicated by the forward-looking statements. These forward- looking
      statements include any statements relating to increased demand for the
      Company's services, expansion of the Company's business as well as any
      other statements which are not solely historical. The Company's plans and
      objectives are based on assumptions involving judgments with respect to
      future economic, competitive and market conditions and future business
      decisions, all of which are difficult or impossible to predict accurately
      and many of which are beyond the control of the Company. Therefore, there
      can be no assurance that the forward-looking statements will prove to be
      accurate. The Company's documents filed with the SEC identify important
      factors that may cause the actual results to differ materially from those
      indicated by the forward-looking statements.



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