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): December 20, 1996
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Enteractive, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13360 22-3272662
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
110 West 40th Street, Suite 2100, New York, New York 10018
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(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 221-6559
N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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On December 4, 1996 the Registrant publicly announced an
agreement with USWeb Corporation of Santa Clara, California whereby the
Registrant will establish a subsidiary to open multiple USWeb Affiliate offices
in select East Coast markets. A copy of such announcement is annexed hereto and
incorporated by reference as Exhibit 99(a) to this Report.
On December 12, 1996, the Registrant also issued a public
announcement with respect to the closing of a private placement on such date.
Such public announcement is also incorporated herein by reference as Exhibit
99(b) to this Report.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits.
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Exhibit No. Exhibits
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99(a) Press release by the Registrant announcing the
agreement with USWeb Corporation.
99(b) Press release by the Registrant relating to the
private placement.
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<PAGE>
SIGNATURE
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.
ENTERACTIVE, INC.
Dated: December 20, 1996 By: /s/ Kenneth Gruber
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Name: Kenneth Gruber
Title: Chief Financial Officer
and Secretary
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EXHIBIT 99(a)
Enteractive Joins USWeb Network of Affiliates;
Establishes Company to Develop Major East Coast Territories
New York, Enteractive, Inc. (NASDAQ: ENTR, ENTRW), a publisher of software for
the entertainment and recreation markets, and USWeb Corporation of Santa Clara,
CA, USWeb Corp., the nation's largest professional services firm to provide a
single source for Internet and Intranet services today announced the signing of
multiple market Affiliate agreements. Under the agreements, Enteractive will
establish a subsidiary to open multiple USWeb Affiliate offices in select East
Coast markets. Over the next six months, Enteractive intends to establish a
USWeb Affiliate office in New York and, subject to regulatory approval, has been
granted exclusive rights to develop new USWeb Affiliate offices in Long Island
(Nassau-Suffolk County), Philadelphia, Baltimore, Stamford, CT, and Bergen
County and Newark, NJ. Enteractive will provide a full range of Internet and
Intranet-based business solutions; including Web site design, hosting and
management, design and implementation of database and e-commerce solutions,
educational programs and Web-related strategic consulting and marketing.
"USWeb is delighted to welcome Enteractive into our rapidly growing network of
Affiliates," said Joe Firmage, chairman and CEO of USWeb Corporation.
"Enteractive's multimedia expertise provides a natural foundation for expanding
into the Web development arena. Under it's new subsidiary, Enteractive can
leverage it's entrepreneurial approach, strong management team and ability to
scale to establish a strong presence for USWeb in key East Coast markets."
"Enteractive sees an attractive opportunity in providing high-quality,
Web-related solutions to businesses through a network of regional offices. Our
plan is to become the premier provider of Web related services in the markets we
serve," said Andrew Gyenes, chairman and CEO of Enteractive. "We've joined
forces with USWeb to maximize this opportunity. By leveraging USWeb's expertise
in marketing, technology and operations, Enteractive can utilize and benefit
from proven methodologies and economies of scale to quickly grow this segment of
our business,"
"Our strategy for growing a network of Enteractive-owned USWeb Affiliate
locations is straightforward," said Ken Gruber, chief financial officer for
Enteractive. "In cities where we identify complementary Web development or
consulting firms, we will seek to acquire or partner with them. Otherwise, we
will look forward to opening an office and building the business in a
traditional manner."
Founded in 1993, Enteractive has developed over 20 multimedia products, many of
which have been acclaimed for their user interface design, graphics, and ability
to present content using interactive media. This in-house expertise, which has
also been responsible for the development
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of internal websites, will facilitate the transition into this new initiative
with USWeb while continuing to publish multimedia products.
"This past July, Enteractive's software publishing activities were re-focused on
entertainment and recreation products. In addition to the Web-related activities
we are now initiating, we will maintain a core group focused on maximizing the
potential of the Picture Perfect Golf series, the Sacred Mirror of Kofun, an
interactive adventure game, and other entertainment products, while selectively
evaluating new products to publish", concluded Mr. Gyenes.
Enteractive (ENTR, ENTRW) is a publisher of software for the entertainment and
recreation markets. Under a contract with USWeb corporation it will provide
end-to-end professional Web consulting services including in-depth business
analysis, Internet and Intranet Web site development, site maintenance, hosting,
marketing and education - targeting the needs of Fortune 1000 customers. Further
information can be obtained at http://www.enteractive.com.
USWeb, Outfitters to the World Wide Web, is the first national professional
services firm to provide a single source for Internet and Intranet services that
enable businesses to reduce the complexity and cost associated with building a
presence on the Web. USWeb offers best-in-class Internet and Intranet Web
consulting, needs analysis, graphics and software development, hosting, site
marketing and educational services. As of December 3, 1996 USWeb Corporation,
headquartered in Santa Clara, CA, had signed agreements with 32 Affiliates with
operations in 38 markets. Company news and background information are available
at http://www.usweb.com or call (408) 987-3200.
This press release contains certain forward-looking statements, which are
intended to be covered by the safe harbors created by the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that all forward-looking
statements involve risks and uncertainty, including without limitation, the
ability of the Company to implement its new strategy. Although the Company
believes that the assumptions, including the demand for Web-related services,
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate, and therefore, there can be no assurance
that the forward-looking statements included in this press release will prove to
be accurate. In light of significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.
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USWeb, and Outfitters to the World Wide Web are trademarks of USWeb Corporation.
All other trademarks are property of their respective owners.
KEYWORDS: USWEB, ENTERACTIVE, WORLD WIDE WEB, INTERNET, INTRANET,
WEB DEVELOPER
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EXHIBIT 99(b)
ENTERACTIVE, INC. ANNOUNCES PRIVATE PLACEMENT
Enteractive, Inc. - December 12, 1996 - New York, New York.
Enteractive, Inc. (NASDAQ - ENTR, Boston Stock Exchange - ENT), today announced
that it raised net proceeds of approximately $7,872,000 through a private
placement of 84 units. Each unit consists of 80 shares of Class A Convertible
Preferred Stock ("Preferred Stock") and 50,000 Common Stock Purchase Warrants to
Purchase in the aggregate of 50,000 shares of Common Stock at an exercise price
per share equal to $4.00 per share. The Preferred Stock has a stated value of
$1,250 and each share of Preferred Stock is convertible at any time after April
30, 1998 into such whole number of shares of Common Stock equal to the aggregate
stated value of the Preferred Stock to be converted divided by the lesser of (i)
$2.00 or (ii) 50% of the average closing sale price for the Common Stock last
ten trading days in the fiscal quarter of the Company prior to such conversion.
GKN Securities Corp. acted as placement agent for this offering.
Andrew Gyenes, CEO, said, "We anticipate that these funds will be used
primarily in connection with the implementation of our recently announced
affiliation with USWeb to provide corporate network solutions, products and
services in seven key East coast markets.
The securities offered and sold in the Private Placement have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States by the holders thereof absent registration or an
applicable exemption from registration requirements.
This press release contains certain forward-looking statements, which
are intended to be covered by the safe harbors created by the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that all forward-looking
statements involve risks and uncertainty, including without limitation, the
ability of the Company to implement its new strategy to provide corporate
network solutions, products and services. Although the Company believes that the
assumptions, including the demand for Web-related services, underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this press release will prove to be
accurate. In light of significant uncertainties inherent in the forwardlooking
statements included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.
