- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF EARLIEST EVENT REPORTED: MARCH 31, 2003 -------------------- INTERNET CAPITAL GROUP, INC. ------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 000-26929 23-2996071 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 435 Devon Park Drive, 600 Building, Wayne, PA 19087 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (610) 989-0111 -------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Certification of Chief Executive Officer relating to Form 10-K for period ending December 31, 2002 99.2 Certification of Chief Financial Officer relating to Form 10-K for period ending December 31, 2002 ITEM 9. REGULATION FD DISCLOSURE. Attached as exhibits 99.1 and 99.2 and hereby incorporated into this Item 9 are the certifications of the Company's Chief Executive Officer and Chief Financial Officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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, thereunto duly authorized. INTERNET CAPITAL GROUP, INC. Date: March 31, 2003 By: /s/ Anthony P. Dolanski ----------------------- Anthony P. Dolanski Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Certification of Chief Executive Officer relating to Form 10-K for period ending December 31, 2002 99.2 Certification of Chief Financial Officer relating to Form 10-K for period ending December 31, 2002