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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
July 21, 2000
MEDIAPLEX, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-27601 94-3295822
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
177 STEUART STREET, SUITE 200
SAN FRANCISCO, CALIFORNIA 94105
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(415) 808-1900
N/A
(Former name or former address, if changed since last report.)
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Introductory Note
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On July 21, 2000, Mediaplex, Inc., a Delaware corporation
("Registrant"), acquired AdWare Systems, Inc., a Kentucky corporation, from
McCann-Erickson USA, Inc., a Delaware corporation and wholly-owned subsidiary of
The Interpublic Group of Companies, Inc., a Delaware corporation. This
transaction was initially reported on a Current Report on Form 8-K, dated July
21, 2000 and filed on August 2, 2000. This Amendment is being filed to amend
Item 7(a) and Item 7(b) and to file Exhibits 23.1, 99.1 and 99.2.
Item 7 of the Company's Current Report on Form 8-K is amended to read in its
entirety as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of AdWare
Included herein as Exhibit 99.1 to this Current Report on Form 8-K/A
are the report of independent accountants and consolidated balance sheets of
AdWare Systems, Inc. as of June 30, 2000 and December 31, 1999 and the related
consolidated statements of operations, changes in stockholder's equity, and cash
flows for the six-month periods ended June 30, 2000 and 1999 and the year ended
December 31, 1999 and notes to consolidated financial statements.
(b) Pro Forma Financial Information
The following documents appear as Exhibit 99.2 to this Current Report
on Form 8-K/A and are incorporated herein by reference:
(1) Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 2000;
(2) Unaudited Pro Forma Condensed Combined Statements of
Operations for the six-month period ended June 30, 2000 and
for the year ended December 31, 1999;
(3) Notes to the Unaudited Pro Forma Financial Information.
(c) Exhibits
2.1* Share Acquisition Agreement, dated as of June 30, 2000.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants
99.1 Audited Consolidated Financial Statements of AdWare Systems,
Inc.
99.2 Unaudited Pro Forma Financial Information
*Incorporated by reference to Exhibit 2.1 to the Registrant's Form
8-K filed August 2, 2000.
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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 4, 2000 MEDIAPLEX, INC.
By: /s/ Gregory R. Raifman
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Gregory R. Raifman
Chairman and Chief Executive Officer
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MEDIAPLEX, INC.
Current Report on Form 8-K/A
INDEX TO EXHIBITS
Exhibit No. Description
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2.1* Share Acquisition Agreement, dated as of June 30, 2000.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
99.1 Audited Consolidated Financial Statements of AdWare Systems,
Inc.
99.2 Unaudited Pro Forma Financial Information
*Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed
August 2, 2000.
