UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 9, 2000
Date of Report (Date of earliest event reported)
Streamedia Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-3622272
- -------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
244 West 54th Street, New York 10019
- -------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(212) 445-1700
--------------
Registrant's telephone number, including area code
------------------------------------------------------
(Former name or former
address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
Effective January 9, 2001, Streamedia Communications, Inc. ("Streamedia")
acquired eLeaders, Inc. (www.eleaders.com) ("eLeaders"), of Mineola, NY.
eLeaders provides hosting, Internet access (DSL services), and web site design
to over 860 clients throughout the U.S., including i-Bank24.com, Luminant
(Nasdaq: LUMN), Sterling National Bank, Systec, Inc., CoolAudio, a division of
NetGain (NTGN.OB), and OrbitTravel.com (OBTV.OB).
The merger was a stock-for-stock exchange. As such, both companies intend the
transaction be accounted for as a tax-free organization and pooling of
interests. Streamedia acquired all of eLeaders' assets, including its web
hosting and streaming contracts and equipment, DSL contracts and equipment, and
its internet and information technology consulting business. As consideration,
Streamedia gave eLeaders 520,000 shares of Streamedia common stock in exchange
for all issued and outstanding stock of eLeaders. This agreement was the product
of an arms' length negotiation with Mr. Richard Mittasch, the sole stockholder
of eLeaders. There was no material relationship between Streamedia and either
eLeaders or Mr. Mittasch prior to the acquisition. Following the acquisition,
Streamedia intends to continue to use the assets of eLeaders for the same
purposes to which they previously were devoted.
A copy of the press release relating to the events in this Item 2 was issued on
January 10, 2001, an is attached as Exhibit 99.1 and incorporated herein by this
reference.
Item 5. Other Events.
Effective January 24, 2001, Streamedia entered into a global strategic
partnership for the provision of IT services and broadband solutions with
Siberian Internet Company ("Sibintek"), Moscow
(www.sibintek.ru/english/default.stm), a division of Yukos Oil Co.
A copy of the press release relating to the events in this Item 5 was issued on
January 10, 2001, an is attached as Exhibit 99.2 and incorporated herein by this
reference.
Also effective January 24, 2001, Streamedia signed a letter of intent to
merge eSynch Corp. ("eSynch"). eSynch offers media infrastructure delivery
tools and services for the streaming video marketplace. According to terms of
the letter of intent, eSynch will become a wholly owned subsidiary of
Streamedia.
A copy of the press release relating to the events in this Item 5 was issued on
January 10, 2001, an is attached as Exhibit 99.3 and incorporated herein by this
reference.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired. It is impractical at this time
to provide this information. This information shall be filed as soon as
practical, but in no event later than March 20, 2001.
(b) Pro-Forma Financial Information. It is impractical at this time to provide
this information. This information will be filed as soon as practical, but in no
event later than March 20, 2001.
(c) Exhibits.
99.1 Press Release for eLeaders acquisition.
99.2 Press Release for Sibintek strategic alliance.
99.3 Press Release for eSynch merger.
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.
Date: October 12, 2000
Streamedia Communications, Inc.
/s/ Henry Siegel
- ------------------------
HENRY SIEGEL
President and Chief Executive Officer