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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): September 11, 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 2. Acquisition or Disposition of Assets.
On September 11, 2000, Engage, Inc., a Delaware corporation, (the
"Company") completed its acquisition of MediaBridge Technologies, Inc., a
leading provider of cross-media closed loop targeted marketing systems
("MediaBridge"). The acquisition was completed pursuant to an Agreement and Plan
of Merger, dated as of June 11, 2000 (the "Merger Agreement"), by and among the
Company, Engage Subsidiary, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company, and MediaBridge.
In connection with the acquisition, the Company issued approximately
11,741,100 shares of its common stock ("Merger Shares). Additionally, the
Company has reserved approximately 2,500,000 shares of its common stock for
issuance upon exercise of stock options to purchase shares of the Company's
common stock (which stock options option holders received in exchange for stock
options to purchase MediaBridge common stock).
Of the Merger Shares issued at the closing of the acquisition,
approximately 1,450,000 shares are being held in escrow for a period of at least
one year. These shares held in escrow are intended to secure the obligations of
the former MediaBridge stockholders to indemnify the Company under the Merger
Agreement.
By virtue of the merger of MediaBridge and Engage Subsidiary, Inc.,
MediaBridge became 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, and will be accounted for as a purchase.
A copy of the Merger Agreement is filed as Exhibit 99.1 to this Current
Report on 8-K and is incorporated herein by reference. In addition, the
Company's press release dated September 12, 2000 announcing the completion of
the acquisition is filed as Exhibit 99.2 to this Current Report on 8-K and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Audited financial statements of MediaBridge Technologies, Inc., and the
notes thereto, required by this Item will be filed by amendment to this Form 8-K
not later than November 27, 2000.
(b) Pro Forma financial Information.
The pro forma financial information required by this Item will be filed by
amendment to this Form 8-K not later than November 27, 2000.
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(c) Exhibits.
99.1 Agreement and Plan of Merger, dated June 11, 2000, by and among the
Company, Engage Subsidiary, Inc. and MediaBridge Technologies, Inc.
99.2 Press Release dated September 12, 2000
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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: September 26, 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 Agreement and Plan of Merger, dated June 11, 2000, by and among the
Company, Engage Subsidiary, Inc. and MediaBridge Technologies, Inc.
99.2 Press Release dated September 12, 2000
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