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): February 6, 1998
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.
On February 6, 1998, Enteractive, Inc. (the "Company")
completed an exchange offer (the "Exchange Offer") to exchange 2.8 common stock
purchase warrants expiring December 13, 2001 (the "Warrants") into one share of
its common stock, $.01 par value per share. The Company issued a press release
relating to the Exchange Offer which is attached hereto as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
99.1 Press release relating to Exchange Offer.
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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: February 12, 1998 By: /s/ Kenneth Gruber
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Name: Kenneth Gruber
Title: Chief Financial Officer
and Secretary
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EXHIBIT 99.1
RELEASE Contact: Kenneth Gruber
FEBRUARY 12, 1998 (212) 768-7100
FOR IMMEDIATE RELEASE:
Enteractive, Inc. - New York, New York. On February 6, 1998,
Enteractive, Inc. (the "Company") completed an exchange offer (the "Exchange
Offer") to exchange 2.8 common stock purchase warrants expiring December 13,
2001 (the "Warrants") into one share of its common stock, $.01 par value per
share. As a result of the Exchange Offer, 3,912,500 Warrants were exchanged for
1,397,321 newly-issued shares of Common Stock. The balance of 287,500 Warrants
remain outstanding. The holders of Warrants who participated in the Exchange
Offer also agreed to delay the date when the Class A Convertible Preferred Stock
("Preferred Stock") held by them can first be converted into Common Stock of the
Company from any time after April 30, 1998 until any time after June 30, 1999.
In addition the redemption feature of the Preferred Stock has been modified so
that (a) one-third of the net proceeds from any public offering consummated by
the Company prior to January 1, 2000 will be used to redeem the outstanding
Preferred Stock and (b) if the closing price of the Company's Common Stock is at
least $6.00 for 10 trading days in any 30 day period, the Company will use its
best efforts to complete an underwritten offering of its Common Stock.
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