PROMOTIONS COM INC
8-K, 2000-02-02
BUSINESS SERVICES, NEC
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                       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

       Date of Report (Date of earliest event reported): January 31, 2000

                              Promotions.com, Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
                 ----------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

             000-27411                               13-3898912
      ------------------------           -----------------------------------
      (Commission File Number)           (I.R.S. Employer Identification No.)

      11 West 19th Street, 10th Floor, New York, New York        10011
      -------------------------------------------------------------------
            (Address of Principal Executive Offices)           (Zip Code)

                                 (212) 481-3600
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                               Webstakes.com, Inc.
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events

      On January 31, 2000, the registrant changed its name from Webstakes.com,
Inc. to Promotions.com, Inc. On February 2, 2000, the Nasdaq National Market
ticker symbol for the registrant's common stock was changed from "IWIN" to
"PRMO". These changes were made public on January 31, 2000 in a press release
which is attached as Exhibit A.


<PAGE>
                                   SIGNATURES

     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.


                                   Promotions.com, Inc.
                                   ------------------------------------------
                                    (Registrant)


                                    By: /s/ Steven H. Krein
                                       --------------------------------------
                                       Name: Steven H. Krein
                                       Title: Chief Executive Officer








Dated:  February 2, 2000


<PAGE>


                                  EXHIBIT INDEX



Exhibit No.           Description
- -----------           -----------

99.1                  January 31, 2000 Press Release













FOR IMMEDIATE RELEASE

                        Webstakes Changes Company Name To
                         "Promotions.com" as demand for
                    B2B Promotion solutions continues to soar

 Category Leader Expands Offerings with Launch of Promotions.com DIRECT to Meet
               Business Demand in the $85 Billion Promotion Market

NEW YORK, NY, January 31, 2000 - Webstakes.com, Inc. (Nasdaq: IWIN) a leading
global Internet promotion solutions company, today announced that the Company is
changing its name to Promotions.com, Inc. The new corporate identity reflects
the Company's rapid growth in the overall Internet promotions sector and more
accurately defines its current promotion solutions for businesses.
Promotions.com, currently trades on Nasdaq as "IWIN" and will begin trading as
"PRMO" on Wednesday, February 2, 2000.

With the launch of Promotions.com, the Company is also introducing its third
line of business, Promotions.com DIRECT, offering promotion email and opt-in
email lead generation solutions for marketers. Promotions.com DIRECT already
provides solutions for top companies including AltaVista, BellSouth, ESPN.com
and Hewlett-Packard Co. (NYSE: HWP).

The Company's proprietary iDIALOG(TM) technology provides the platform for its
three complementary lines of business. They include:

     o Promotions.com OUTSOURCING -- providing strategic concepting and overall
       promotion execution for marketers;

     o Promotions.com DIRECT -- offering targeted email and lead generation;

     o WEBSTAKES.COM -- remaining as the Company's media vehicle for advertising
       and sponsorships.

"Promotions.com more accurately reflects our current suite of Internet promotion
solutions and in one word defines our long-term vision," said Steven H. Krein,
Chairman and CEO of Promotions.com. "The name change was necessary to clarify
that our company is a business-to-business solutions provider, not a
business-to-consumer Web site."

The Company's vision reflects a growing marketing trend and significant
opportunity as promotion spending continues to shift to the Internet and more
companies seek accountability for their marketing spending. According to Promo
magazine's most recent data, marketers spent more than $85 billion domestically
on promotions in 1998. In addition, Forrester Research predicts that 50-70% of
total Internet marketing budgets will be spent on promotions over the next five
years, up from 15 percent in 1998.

<PAGE>

The launch of Promotions.com's corporate identity will be supported by a
multi-million dollar marketing campaign featuring advertising and industry
activism initiatives to promote the success of the category overall. The
Company's first-ever trade advertising campaign, which also launches today,
includes top dailies The Wall Street Journal, The New York Times and Investor's
Business Daily along with national trade publications such as Promo, The
Industry Standard, AdAge, Adweek, DM News and Business 2.0. In addition,
Promotions.com introduces its new corporate Web site featuring information for
marketing decision-makers, media and investors.

"We stand at the helm of a large and rapidly growing market and we're leading it
to the Internet," said Krein. "Our expanded lines of business allow us to remain
focused on growth and execution in the key areas that drive our revenues. Over
the next 12 to 18 months, Promotions.com will continue to expand its integrated
suite of promotion solutions domestically and internationally with technologies
and services to help make promotions more effective for marketers and agencies
worldwide."

Promotions.com clients include Compaq Computer Corporation (Nasdaq: CPQ),
ESPN.com, Mail.com (Nasdaq: MAIL), NBC.com, Time Warner's Road Runner, The
Sharper Image and Walt Disney's GO.com (NYSE: GO). "We're excited about
continuing to work with Promotions.com," says Happy Ciongoli, Programming
Promotions Manager of Road Runner. "Their solutions have been instrumental in
helping us deliver broadband promotions to Road Runner subscribers on our Web
site."

Promotions.com Chairman and CEO Steven H. Krein will host a conference call and
Web cast Monday, January 31 at 9:00 a.m. EST to discuss the importance of this
name change and the Company's strategic vision. To access the call, please visit
promotions.com.

About Promotions.com

Promotions.com, Inc. (Nasdaq: IWIN), formerly Webstakes.com, Inc., is a leading
global Internet promotion solutions company. Combining technology, data and
promotion expertise, Promotions.com provides solutions to help companies achieve
their overall marketing and business objectives. Clients include Autobytel.com
(Nasdaq: ABTL), Compaq Computer Corporation (NYSE: CPQ), NBC, Road Runner, The
Sharper Image and Walt Disney's GO.com (NYSE: GO). The Company has more than 130
employees with offices in New York City and San Francisco. Investors include
Excite@Home (Nasdaq:ATHM), NBC a division of General Electric Co. (NYSE: GE),
and XL Ventures LLC, an affiliate of Big Flower Holdings, Inc.

                                      # # #

This press release may be deemed to contain forward-looking information. Any
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements, including statements as to industry trends, future economic
performance, anticipated profitability, anticipated revenues and expenses, and
products or service line growth, may be significantly and materially impacted by
certain risks and uncertainties, including, but not limited to, failure to meet
operating objectives or to execute the operating plan, competition, and other
economic factors. Additional risks and uncertainties are described in the
Company's public filings with the Securities and Exchange Commission.

Media Contact:
Adam Paige                          Gavin Skillman
Cohn & Wolfe                        Promotions.com
212-598-3687                        212-242-8800, ext. 155
[email protected]        [email protected]





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