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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 12, 2000
ENGAGE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-26671 04-3281378
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
100 Brickstone Square
Andover, Massachusetts 01810
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 684-3884
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ITEM 5. OTHER EVENTS.
On June 12, 2000, Engage, Inc. (the "Company") signed an Agreement and Plan
of Merger pursuant to which it will acquire MediaBridge Technologies, Inc., a
leading provider of cross-media closed loop targeted marketing systems. Under
the terms of the merger agreement, the Company will issue to the shareholders of
MediaBridge approximately 14.5 million shares of common stock, subject to
adjustment. The number of shares of common stock will be reduced by the value of
expenses incurred by MediaBridge in the transaction. In addition, if the average
of the last reported per share sales prices of common stock on the Nasdaq
National Market for the 15 consecutive trading days ending three days prior to
closing (the "Average Closing Price") is greater than $24.14 but less than
$30.00, the number of shares issued will be reduced to a number equal to $350
million divided by the Average Closing Price. If the Average Closing Price is
greater than $30.00, the number of shares issued in the merger will equal
11,666,667. Ten percent of the shares to be issued in the merger will be subject
to an escrow for a period of one year to secure certain indemnification
obligations of the MediaBridge shareholders.
By virtue of the merger of MediaBridge and a wholly-owned subsidiary of the
Company, MediaBridge will become a wholly-owned subsidiary of the Company. The
transaction is intended to be tax-free under Section 368(a) of the Internal
Revenue Code of 1986, as amended. The transaction, which will be accounted for
as a purchase, is subject to certain conditions, regulatory approval and the
shareholder approval of MediaBridge.
The Company's press release dated June 12, 2000 announcing the agreement as
well as certain additional merger information are filed as Exhibits 99.1 and
99.2 to this Current Report on 8-K and incorporated herein by reference.
References in this Current Report on Form 8-K and the exhibits hereto to
www.engage.com, www.mediabridge.net, any variations of the foregoing or any
other uniform resource locator, or URL, are inactive textual references only.
The information on our Web site or at any other URL is not incorporated by
reference into this Current Report on Form 8-K and should not be considered to
be a part of this document.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated June 12, 2000
99.2 Additional Merger Information
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENGAGE, INC.
Date: June 30, 2000 /s/ Paul L. Schaut
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PAUL L. SCHAUT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated June 12, 2000
99.2 Additional Merger Information
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