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
Date of Report (Date of earliest event reported): April 6, 2000
STARMEDIA NETWORK, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-15015 06-1461770
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(Commission File Number) (IRS Employer Identification No.)
29 WEST 36TH STREET, NEW YORK, NY 10018
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(Address of principal executive offices) (Zip code)
(212) 548-9600
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(Registrant's telephone number, including area code):
N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 6, 2000, StarMedia Network, Inc. ("StarMedia") acquired all of
the outstanding equity interests of Adnet, S. de R.L. de C.V., a Mexican company
("Adnet") in a transaction pursuant to a Stock Purchase Agreement, dated as of
January 31, 2000 (the "Agreement"), by and among StarMedia, Grupo MVS, S.A. de
C.V. ("Grupo MVS"), Harry Moller Publicidad, S.A. de C.V. ("Grupo Moller") and
the Representative named therein, a copy of which is attached as Exhibit 1.1 to
this Current Report on Form 8-K. At the Closing, StarMedia delivered to Grupo
MVS and Grupo Moller, the sellers, $5.0 million in cash and 469,577 shares of
StarMedia Common Stock. Pursuant to the Agreement, StarMedia is obligated to pay
Grupo MVS and Grupo Moller additional consideration for Adnet in the form of
StarMedia Common Stock over the next five years subject to Adnet meeting certain
revenue targets specified in the Agreement. StarMedia utilized its working
capital to pay the cash portion of the consideration.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
It is impracticable for Registrant to file the financial information
of the business acquired hereunder at this time and such information
will be filed by amendment to this Current Report on Form 8-K within
sixty days from the date that is 15 days after the closing of the
acquisition to which this Current Report on Form 8-K relates.
(b) Pro-forma financial information.
It is impracticable for Registrant to file the pro-forma financial
information of the business acquired hereunder at this time and such
information will be filed by amendment to this Current Report on
Form 8-K within sixty days from the date that is 15 days after the
closing of the acquisition to which this Current Report on Form 8-K
relates.
(c) Exhibits.
Attached as Exhibit 1.1 to this Current Report on Form 8-K is the
Stock Purchase Agreement, dated as of January 31, 2000, by and among
StarMedia Network, Inc., Grupo MVS, S.A. de C.V., Harry Moller
Publicidad, S.A. de C.V. and the Representative named therein.
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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.
Date: April 19, 2000 STARMEDIA NETWORK, INC.
(Registrant)
By: /S/ JUSTIN K. MACEDONIA
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Justin K. Macedonia
Senior Vice President and General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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1.1 Stock Purchase Agreement, dated 6
as of January 31, 2000, by and
among StarMedia Network, Inc.,
Grupo MVS, S.A. de C.V., Harry
Moller Publicidad, S.A. de C.V.
and the Representative named
therein.
Page 5 of 6