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SECURITIES EXCHANGE ND COMMISSION
WASHINGTON, D. C. 20549
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): March 12, 2001
EGREETINGS NETWORK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-28479 94-3207092
(Commission File No.) (I.R.S. Employer Identification No.)
149 NEW MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94105
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (415) 375-4100
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ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K includes as an exhibit a press release
that contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The forward-looking statements contained
therein involve risks and uncertainties relating to the possible inability to
complete the transaction involving Egreetings Network, Inc., a Delaware
corporation ("Egreetings"), and AmericanGreetings.com, Inc., a Delaware
corporation ("AmericanGreetings.com"), and its wholly owned subsidiary to be
used as the acquisition vehicle, as scheduled, or at all. These forward-looking
statements involve risks and uncertainties in connection with the pending
proposed acquisition of Egreetings by AmericanGreetings.com, Inc., including
but not limited to: a weak internet entertainment and retail environment, the
stockholders of Egreetings may not approve the merger, the closing conditions
for the transactions may not be met, the transactions may be delayed or not
completed at all, the diversion of management time and the incurrence of
transaction-related expenses, the expected synergies of the transactions may
not be achieved, the viability of online advertising as a revenue generator,
and the public's acceptance of online greetings products and services. Actual
results may differ materially from those projected in the forward-looking
statements.
On March 12, 2001, Egreetings issued a press release announcing the
release of financials for Egreetings' fiscal year ended December 31, 2001, which
is attached hereto as Exhibit 99.1. Egreetings' complete audited financials,
including the report of its independent auditors, are attached hereto as Exhibit
99.2. The audited financials are not provided in connection with a report on
Form 10-K and as a result further disclosure with respect to the financial
condition of the company, including management's discussion and analysis of
financial condition and results of operations, is not included with Exhibit
99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable
(b) Not applicable
(c) Exhibits
Exhibit Description
Number -----------
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23.1 Consent of Ernst & Young LLP.
99.1 Press Release of Egreetings dated March 12, 2001.
99.2 Audited Financial Statements of Egreetings for year
ended December 31, 2000, together with report of
auditors thereon.
1.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
EGREETINGS NETWORK, INC.
/s/ Kirsten Mellor
Dated: March 15, 2001 By:_______________________________
Kirsten Mellor
General Counsel and Secretary
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EXHIBIT INDEX
Exhibits
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23.1 Consent of Ernst & Young LLP.
99.1 Press Release of Egreetings dated March 12, 2001.
99.2 Audited Financial Statements of Egreetings for the year ended
December 31, 2000, together with report of auditors thereon.