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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2000
Netcentives Inc.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-27253 93-1213291
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
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475 Brannan Street
San Francisco, CA 94107
(Address of principal executive offices) (Zip code)
(415) 538-1888
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
Pursuant to Items 7(a)(4) and 7(b)(2) of the SEC's Instructions to Form
8-K, Item 7 of the registrant's Report on Form 8-K dated April 7, 2000, filed
with the SEC on April 21, 2000, is amended and replaced in its entirety as set
forth below.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
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The following audited financial statements of Post Communications, Inc.
are included as Exhibit 99.1 to the Current Report on Form 8-K and are
incorporated herein by this reference:
Independent Auditors' Report
Balance Sheets as of December 31, 1999
Statements of Operations for the Year Ended December 31, 1999
Statements of Mandatorily Redeemable Convertible Preferred Stock and
Common Shareholders' Deficit for the Year Ended December 31, 1999
Statements of Cash Flows for the Year Ended December 31, 1999
Notes to Financial Statements for the Year Ended December 31, 1999
The following audited financial statements of Post Communications, Inc.
are included as Exhibit 99.2 to the Current Report on Form 8-K and are
incorporated herein by this reference:
Independent Auditors' Report
Balance Sheets as of December 31, 1998 and 1997
Statements of Operations for the Years Ended December 31, 1998 and 1997
Statements of Mandatorily Redeemable Convertible Preferred Stock and
Common Shareholders' Deficit for the Years Ended December 31, 1998 and
1997
Statements of Cash Flows for the Years Ended December 31, 1998 and 1997
Notes to Financial Statements for the Year Ended December 31, 1998 and
1997
(b) Pro Forma Financial Information.
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See Exhibit 99.3
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(c) Exhibits.
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The Exhibits that are filed with this Current Report on Form 8-K are set
forth in the Exhibit Index to this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
NETCENTIVES INC.
(Registrant)
Date: June 20, 2000 By: /s/ John F. Longinotti
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John F. Longinotti
Chief Operations Officer
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Exhibit
Number Description
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2.2 Agreement and Plan of Reorganization dated February 15, 2000,
among the Company, Company Sub (UVN) and Post (incorporated by
reference to the exhibit with the same numerical designation
filed as an exhibit to the Company's Report on Form 8-K dated
March 3, 2000, filed with the SEC on March 20, 2000).
23.1 Independent Auditors' Consent--Deloitte & Touche LLP
23.2 Consent of Price Waterhouse Coopers LLP, Independent Auditors
99.1 Audited financial statements of Post Communications, Inc. as of
and for the year ended December 31, 1999.
99.2 Audited Financial Statements of Post Communications, Inc. as of
and for the years ended December 31, 1998 and 1997.
99.3 Unaudited pro forma condensed combined financial statements that
give effect to the merger between the Company and Post
Communications, Inc., and the merger between the Company and UVN
Holdings, Inc. and Subsidiary and SHC Venture, L.L.C.
(collectively referred to as "UVN").
