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): September 14, 1999
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)
(Registrant's telephone number, including area code): (212) 548-9600
NA
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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 September 14, 1999, StarMedia Network, Inc. ("StarMedia") acquired all
of the outstanding shares of common stock of Webcast Solutions, Inc. ("Webcast")
in a merger transaction pursuant to an Agreement and Plan of Reorganization,
dated as of September 14, 1999 (the "Agreement"), by and among Webcast,
StarMedia and S Media Acquisition Corp., a copy of which is attached as Exhibit
1.1 to this Current Report on Form 8-K. Pursuant to the Agreement, each
outstanding share of Webcast common stock was converted into the right to
receive .1084 share of StarMedia common stock. The merger consideration
consisted of an aggregate of 842,887 shares of StarMedia's common stock.
Outstanding options to purchase Webcast stock were converted into options to
purchase an aggregate number of 100,806 shares of StarMedia common stock.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro-forma financial information.
Not applicable.
(c) Exhibits.
Attached as Exhibit 1.1 to this Current Report on Form 8-K is the Agreement and
Plan of Reorganization, dated as of September 14, 1999, by and among Webcast,
StarMedia and S Media Acquisition Corp.
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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: September 28, 1999 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 Agreement and Plan of 6
Reorganization, dated as of
September 14, 1999, by and
among Webcast Solutions, Inc.,
StarMedia Network, Inc., and S
Media Acquisition Corp.
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EXHIBIT 1.1
Agreement and Plan of Reorganization
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