ALLOY ONLINE INC
8-K, 2000-03-24
MISC GENERAL MERCHANDISE STORES
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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): March 13, 2000


                               ALLOY ONLINE, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    000-26023
                                  ------------
                                   (Commission
                                  File Number)


    Delaware                                                     04-3310676
- ---------------                                              -------------------
(State or other                                              (IRS Employer
jurisdiction of                                              Identification No.)
incorporation)

                         151 WEST 26TH STREET, SUITE 11F
                               NEW YORK, NY 10001
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 244-4307
================================================================================
<PAGE>

Item 5.  Other Events.

         On March 13, 2000 the Registrant publicly disseminated a press release
announcing that the Registrant entered into a financial and strategic
arrangement with Liberty Digital, Inc. (Nasdaq: LDIG), a subsidiary of Liberty
Media Group, Inc. Based on the closing price of Liberty Digital, Inc. common
stock on Friday, March 10, 2000, the transaction is valued at approximately $54
million. In connection with the transactions announced in the press release,
Registrant agreed to appoint one person nominated by LDIG to fill a vacancy on
the Registrant's board of directors whose term expires in the year 2001. The
information contained in the press release is incorporated herein by reference
and filed as Exhibit 99.1 hereto.


Item 7.  Financial Statements and Exhibits.


(c)      Exhibits.

         99.1        The Registrant's Press Release dated March 13, 2000.
<PAGE>

                                   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.


Date: March __, 2000                            ALLOY ONLINE, INC.
                                                (Registrant)



                                            By: /s/ Matthew C. Diamond
                                                --------------------------------
                                                Matthew C. Diamond
                                                Chief Executive Officer
<PAGE>

                                  EXHIBIT INDEX


         99.1      The Registrant's Press Release dated March 13, 2000.


                                                                    Exhibit 99.1

                       Press Release dated March 13, 2000.


         Alloy Online Receives Strategic Investment From Liberty Digital, Inc.

         Leading Internet Media Company Invests $54 Million in Alloy Online
         Liberty Digital Purchases 19.9% of Alloy Common Stock

         NEW YORK--(BUSINESS WIRE)--March 13, 2000--Alloy Online, Inc.
         (Nasdaq:ALOY) (www.alloy.com), a leading Internet destination for the
         56 million teens in Generation Y, today announced that it has entered
         into a financial and strategic partnership with Liberty Digital, Inc.
         (Nasdaq:LDIG), an emerging leader in interactive television with
         investments in related companies, as well as Internet content and
         infrastructure. Based on the closing price of Liberty Digital common
         stock on Friday, March 10, 2000, the transaction is valued at
         approximately $54 million.

         Under the terms of the agreement, Liberty Digital will receive
         approximately 2.9 million shares of newly issued Alloy Online common
         stock for $19 per share. In exchange, Alloy will receive $10 million in
         cash and 837,740 shares of Liberty Digital common stock, which shares
         have been valued based on their average closing price over the prior 30
         trading days. Pro forma for the transaction, Liberty Digital will own
         16.6% of the outstanding shares of Alloy. At January 31, 2000, Alloy
         had approximately 14.7 million shares outstanding. Pending necessary
         approvals, the transaction is expected to close within approximately 30
         days.

         In addition to the investment, Liberty Digital and Alloy will work
         together to target Alloy's teen demographic through Liberty Digital's
         interactive TV-based commerce initiative. In connection with the
         strategic collaboration between the two companies, Lee Masters,
         President and CEO of Liberty Digital will join Alloy's Board of
         Directors.

         "We are very enthusiastic about this opportunity, which represents a
         tremendous endorsement of Alloy's positioning and expansion
         strategies," stated Matt Diamond, Alloy Online Chairman & CEO. "We are
         excited that Liberty Digital has selected Alloy as its anchor in the
         teen space, particularly as we prepare for the future convergence of
         broadband and television. In a short period of time, we have been
         highly successful in expanding Alloy's Web-centric, multi-media
         platform by marketing our content and commerce across the Internet,
         television, film and print."

         Lee Masters, President and CEO of Liberty Digital, stated, "Gen Y,
         which thrives on interactivity and readily adopts new technologies,
<PAGE>

         will be a core demographic for our interactive TV offerings. Alloy's
         robust revenue growth validates its position as a leading player in the
         teen demographic. The Company's dynamic business model, strong brand
         and innovative management team all point to an opportunity for
         significant value creation and represent important motivating factors
         in our investment."

         Mr. Diamond continued, "We are looking forward to working with Liberty
         Digital and leveraging the additional capital to further realize the
         vast potential of Alloy's integrated business model. We plan to expand
         our leading e-commerce presence in the tech savvy Gen Y market, which
         is a natural target demographic for Liberty Digital as it continues to
         build an early leadership position in the commerce-focused interactive
         television space. Alloy's strong market position, combined with Liberty
         Digital's financial and strategic support, makes this a very powerful
         alliance."

         About Alloy Online

         Alloy Online is a leading Web site and direct marketer providing
         community, content, commerce, and entertainment to Generation Y, one of
         the fastest growing segments of the Internet population. Its convergent
         media model which combines its Web site (www.alloy.com), its Alloy
         Online e-zine and its catalog, Alloy - has a total reach of more than
         10 million individuals per month. Together, these components offer a
         unique blend of services through which teens can interact, share
         information, explore compelling and relevant content and shop for
         apparel, accessories, footwear, music, cosmetics and magazine
         subscriptions. For further information regarding Alloy Online, please
         visit the company's Web site (www.alloy.com) and click on 'Investor
         Info' or call the investor information line at 877-ALLOY-IR.

         About Liberty Digital, Inc.

         Liberty Digital, Inc. is an emerging leader in interactive television
         with investments in related companies, as well as Internet content and
         infrastructure. Liberty Digital's Series A common stock is traded on
         the Nasdaq National Market under the symbol LDIG.

         This announcement may contain forward-looking statements that involve
         risks and uncertainties, including statements regarding expanding
         Alloy's presence in a variety of media; creating new revenue
         opportunities; the successful implementation of its operating and
         growth strategies, generating increased traffic flows to our Web site;
         Alloy's ability to leverage its Web site, direct marketing and e-mail
         magazine properties; and its ability to leverage and grow its database.
         Alloy's actual results could differ materially from those projected in
         the forward-looking statements and reported results should not be
         considered an indication of its future performance. Factors that might
         cause or contribute to such differences include, among others: its
<PAGE>

         expected future losses; its operating and growth strategies may not
         generate increased traffic flows to its Web site, broaden the appeal of
         its Web site, or attract additional or repeat traffic to its Web site;
         Alloy lacks experienced management and personnel; Alloy may not be able
         to adapt as Internet technologies and customer demands continue to
         evolve.

         CONTACT:
         Investor Contacts:
         Alloy Online, Inc.
         Sam Gradess, 212/244-4307
         Chief Financial Officer
         or
         Integrated Corporate Relations
         Christine DiSanto/Brendon Frey
         203/222-9013
         or
         Media Contacts:
         Alloy Online, Inc.
         Jodi Smith, 212/244-4307
         Director, Public Relations
         or
         Brainerd Communicators for Liberty Digital
         Jeff Majtyka, 212/986-6667


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