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
October 20, 2000
Date of Report (Date of earliest event reported)
Streamedia Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-3622272
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
244 West 54th Street, New York 10019
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(Address of principal executive offices) (Zip Code)
(212) 445-1700
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Registrant's telephone number, including area code
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(Former name or former address, if changed
since last report.)
Item 5. Other Events.
On October 20, 2000, Streamedia Communications, Inc., held a special meeting
of the board of directors. At that meeting, the board took the following
actions:
a. Resignations.
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The Streamedia Board accepted the resignation of Mr. James D. Rupp as President
and CEO of Streamedia, based on the terms agreed to by the Compensation
Committee of Streamedia.
The Streamedia Board also accepted the resignation of Mr. Nicholas Malino as
Director, COO, CFO, and Executive Vice President, based on the terms agreed to
by the Compensation Committee.
b. Nominations and Appointments.
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The Streamedia Board appointed Mr. Henry Seigel as President and interim CEO of
Streamedia. Previously, Mr. Seigel was a director of Streamedia. Streamedia has
begun an extensive search for both for a permanent President and CEO, and for a
new COO, CFO and Executive Vice President.
The Streamedia Board appointed Mr. Gary M. Feuerman to the Board as an outside
director.
The Streamedia Board appointed Mr. Robert J. Wussler, a director of Streamedia,
as Chair of the compensation committee for Mr. Seigel's employment. The Board
also appointed Mr. Robert J. Wussler as Vice Chairman of the Board. The Board
also appointed Mr. Feureman, Mr. Robert A. Shuey, III, and Mr. Seigel to the
Compensation Committee. Mr. Seigel will abstain from discussions relating to his
own compensation. Mr. Shuey and Mr. Wussler currently are outside directors of
Streamedia.
Item 6. Resignation of Registrants' Directors.
On October 21, 2000, Mr. David J. Simonetti resigned as a member of the Board of
Directors of Streamedia Communications, Inc. Mr. Simonetti's letter of
resignation is attached herein as Exhibit 17.1. Mr. Simonetti tendered his
resignation based upon his disagreement with proposed direction of the Company
and management as set forth by the Chairman of the Board, Mr. Gayle Essary. The
Company will seek to fill Mr. Simonetti's Board position with an individual with
a similar professional background.
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 20, 2000
Streamedia Communications, Inc.
/s/ HENRY SEIGEL
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Henry Seigel
Interim President and CEO