<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-50853
PROSPECTUS SUPPLEMENT
49,728 SHARES
SOURCE MEDIA, INC.
COMMON STOCK
This prospectus supplement relates to the sale of up to 49,728 shares of
common stock, $0.001 par value per share, of Source Media, Inc., a Delaware
corporation, which may be offered from time to time by certain shareholders of
Source Media or by pledgees, donees, transferees or other successors in
interest. The shares being offered hereby are issuable upon the exercise of
certain warrants. Source Media will not receive any part of the proceeds of
sales of the shares offered hereby, although it will receive proceeds from any
exercises of the warrants. See "Selling Shareholders" and "Plan of Distribution"
in the prospectus dated July 28, 1998.
This prospectus supplement should be read in conjunction with the
prospectus, which is to be delivered with the prospectus supplement.
The information in the table appearing under the heading "Selling
Shareholders" in the prospectus is superseded in part by the information
appearing in the table below:
Shares Beneficially
Owned
Prior to the Offering
--------------------- Shares Being
Selling Shareholder Number Percent Offered
- ------------------- ------ -------- ------------
Hudd & Co....................49,728 * 49,728
- ---------------
* Less than one percent.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 4
OF THE PROSPECTUS.
---------------------
The Securities and Exchange Commission may take the view that, under
certain circumstances, the selling shareholders and any broker-dealers or agents
that participate with the selling shareholders in the distribution of the shares
may be deemed to be "underwriters" within the meaning of the Securities Act.
Commissions, discounts or concessions received by any such broker-dealer or
agent may be deemed to be underwriting commissions under the Securities Act.
Source Media and the selling shareholders have agreed to certain indemnification
arrangements. See "Plan of Distribution" in the prospectus.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is February 23, 2000.
