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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
Date of Report (date of earliest event reported): October 20, 2000
UPROAR INC.
(Exact name of registrant as specified in its charter)
Delaware 000-29971 52-2192125
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
240 West 35th Street, New York, NY 10001
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (212) 714-9500
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Item 2. Acquisition or Disposition of Assets.
On October 20, 2000, Uproar Inc. (the "Company") acquired iwin.com,
Inc., a Delaware corporation ("iwin"). In connection with the acquisition, the
Company issued 13,065,110 shares of its Common Stock to the stockholders of iwin
and assumed iwin's outstanding options and warrants exercisable for 1,390,761
shares of the Company's Common Stock. iwin became a wholly-owned subsidiary of
the Company.
Further details regarding this transaction are contained in the
Company's press release dated October 23, 2000, attached as an exhibit hereto
and incorporated by reference herein.
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Item 7. Financial Statements and Exhibits.
(a) & (b) All financial information required by this Item 7 in connection with
the Company's acquisition of iwin is incorporated by reference to the
Registration Statement on Form S-4, File No. 333-45010, initially filed with the
Securities and Exchange Commission on September 1, 2000, and amended on
September 18, 2000.
(c) Exhibit
Number Description
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99.1 Press release, dated October 23, 2000.
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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.
Uproar Inc.
Date: October 30, 2000
/s/ Kenneth D. Cron
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Kenneth D. Cron
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated October 23, 2000.
