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UNITED STATES8
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): July 11, 2000
K2 DESIGN, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11873 13-3886065
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation) Number)
30 Broad Street
New York, New York 10004
(Address of Principal Executive Offices) (Zip Code)
(212) 301-8800
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Under an agreement in principle announced July 11, 2000, the Registrant will
acquire a majority interest in SilverCube, Inc., a professional services firm
specializing in wireless content delivery strategy and development, in a
multi-step, stock-for-stock exchange. Unwired Ventures I, an affiliate of
Emerald Asset Management, headquartered in King of Prussia, Pennsylvania, will
acquire a minority stake in SilverCube, Inc. for cash. The shareholders of
SilverCube, Inc., including the Registrant and Unwired Ventures I, will then
contribute their respective interests in SilverCube, Inc. to a corporation
established for the purpose of forming a joint venture targeting the wireless
professional services market. The joint venture corporation will assume the
SilverCube, Inc. name. Unwired Ventures I will also make a cash contribution to
provide working capital in return for shares of the joint venture corporation.
The Registrant will own the largest interest in the joint venture corporation,
with Unwired Ventures I and the current shareholders of SilverCube, Inc. also
owning significant stakes. The formation of the joint venture and consummation
of the transactions summarized above is subject to the execution of definitive
agreements and the approval of the shareholders of the Registrant to the
issuance of its shares, amongst other conditions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1. Press Release dated July 11, 2000 of the Registrant.
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SIGNATURES
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.
K2 DESIGN, INC.
Date: July 12, 2000 By: /s/ Lynn Fantom
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Lynn Fantom
President