STREAMEDIA COMMUNICATIONS INC
8-K, 2000-11-01
COMMUNICATIONS SERVICES, NEC
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                                  UNITED STATES
                       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

                                October 30, 2000
                Date of Report (Date of earliest event reported)
                         Streamedia Communications, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                                                       22-3622272
--------------------------------                         ----------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                              Identification No.)

244 West 54th Street, New York                                    10019
--------------------------------------                          ---------
(Address of principal executive offices)                        (Zip Code)

                                 (212) 445-1700
                                 --------------
               Registrant's telephone number, including area code


             ------------------------------------------------------
                   (Former name or former address, if changed
                              since last report.)


<PAGE>


Item 5.  Other Events.



Streamedia.Net  Shareholders  Approve Issuance of to  Approximately  3.3 Million
Additional Shares of Common Stock


New York, NY - October 27, 2000 - Streamedia.Net(TM) (NASDAQ: SMIL - news, SMILW
- news; BOS: STA, STAW), a dynamic  streaming media services  company and global
Internet   broadcaster  of  rich  media  content,   announced   today  that  its
shareholders  approved the issuance of up to approximately 3.3 million shares of
common stock in connection with a private placement.
The  securities  will  be  offered   pursuant  to  Regulation  506.  In  August,
Streamedia.Net  closed the first  installment of this  financing,  at which time
$1.2 million in additional  capital was raised and 1 million shares issued.  The
second part of this financing could yield up to an additional $1.8 million.  The
capital raised from this transaction  will be used for working capital,  capital
equipment, sales, marketing and promotion,  acquisition expenses and commissions
and, depending on the final amount of capital raised, acquisitions.



"This is a very  important  step in  Streamedia's  growth  plans,"  stated Henry
Siegel, president and interim CEO of Streamedia.Net. "The capital raised in this
offering is necessary to expand the company's revenue producing capacity."

 "We  believe  that  we will be  able  to add to our  design,  development,  and
delivery  staff,  and continue to develop our  proprietary  business-to-business
application  service  solutions with the capital raised in this  offering," says
Gayle Essary, chairman of Streamedia.Net.

About Streamedia.Net

Streamedia.Net(TM)  (www.streamedia.net)  is a dynamic  streaming media services
company that  redefines how  businesses  communicate  utilizing the power of the
Internet and streaming  media.  As part of our overall  streaming  solution,  we
conceptualize  and design our  client's  IT  infrastructure  to  optimize  their
streaming  strategy  as well as provide  web  design,  application  development,
third-party technology integration, encoding and hosting services. Additionally,
the recent acquisition of the celebrated Bijou Cafe (www.bijoucafe.com),  touted
as a world-class showcase for independent films and works of cult interest,  has
advanced  Streamedia.Net's  presence in the critical online,  and offline,  film
distribution industry.

Certain statements  contained herein are  "forward-looking"  statements (as such
term is defined in the  Private  Securities  Reform Act of 1995).  Because  such
statements include risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements.

Factors that could cause or contribute  to such  differences  include  continued
acceptance  of  the  Company's  products  in  the  marketplace,  the  timing  of
significant  orders,  delays in the  Company's  ability  to  develop or ship new
products,  market  acceptance  of new  products,  competitive  factors,  general
economic  conditions,  currency  fluctuations,  and other risks  detailed in the
Company's registration statements and periodic reports filed with the Securities
and Exchange Commission.

By making these forward-looking statements, the Company undertakes no obligation
to update  these  statements  for  revisions  or changes  after the date of this
release.

The  securities  that  are the  subject  of this  press  release  have  not been
registered and may not be offered or sold in the U.S. absent  registration or an
applicable exemption from registration.




                                    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.


Date: October 30, 2000

Streamedia Communications, Inc.

/s/ HENRY SIEGEL
------------------------
Henry Siegel
Interim President and CEO



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