<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------
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
--------------- ----------- -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
100 Brickstone Square
Andover, Massachusetts 01810
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 684-3884
--------------
---------------------------------------------------------------
<PAGE> 2
On September 26, 2000, Engage, Inc., a Delaware corporation (the
"Company"), filed a Current Report on Form 8-K pursuant to which it disclosed
under Item 2 of Form 8-K that it had completed its acquisition of MediaBridge
Technologies, Inc. Upon further discussion with the Company's independent
auditors and completion of the purchase price valuation, the Company has
determined that its acquisition does not meet the significance tests under which
audited financial statements of MediaBridge Technologies, Inc. and related pro
forma financial statements would be required. Accordingly, the Company is
amending its previous filing in order to report its acquisition of MediaBridge
Technologies, Inc. under Item 5 of Form 8-K as follows:
Item 5. Other Events.
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.
(c) Exhibits.
<PAGE> 3
99.1 Agreement and Plan of Merger, dated June 11, 2000, by and among
the Company, Engage Subsidiary, Inc. and MediaBridge
Technologies, Inc. (incorporated by reference from Exhibit 99.1
to the Company's Form 8-K filed with the Securities and Exchange
Commission on September 26, 2000).
99.2 Press Release dated September 12, 2000 (incorporated by reference
from Exhibit 99.2 to the Company's Form 8-K filed with the
Securities and Exchange Commission on September 26, 2000).
<PAGE> 4
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: November 17, 2000 /s/ Robert Bartlett
----------------------------
ROBERT BARTLETT
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND TREASURER
<PAGE> 5
EXHIBIT INDEX
-------------
Exhibit
Number Description
------- -----------
99.1 Agreement and Plan of Merger, dated June 11, 2000, by and among
the Company, Engage Subsidiary, Inc. and MediaBridge
Technologies, Inc. (incorporated by reference from Exhibit 99.1
to the Company's Form 8-K filed with the Securities and Exchange
Commission on September 26, 2000).
99.2 Press Release dated September 12, 2000 (incorporated by
reference from Exhibit 99.2 to the Company's Form 8-K filed
with the Securities and Exchange Commission on September 26, 2000).
