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 29, 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)
Page 1 of 6
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 29, 1999, wholly-owned subsidiaries of StarMedia Network,
Inc. ("StarMedia") acquired substantially all of the assets of PageCell
International Holdings, Inc. ("PageCell"), and its wholly-owned subsidiary Smart
Wireless Ventures, Inc., in a transaction pursuant to an Asset Purchase
Agreement, dated as of September 18, 1999 (the "Agreement"), between PageCell
and StarMedia, a copy of which is attached as Exhibit 1.1 to this Current Report
on Form 8-K.
Pursuant to the Agreement, at the closing PageCell was paid 174,418 shares
of StarMedia common stock ("Common Stock") and 58,140 shares of StarMedia Junior
Non-Voting Convertible Preferred Stock, Series 1999A ("Preferred Stock")
(collectively, the "Closing Payments"). In addition to the foregoing, PageCell
may in the future become entitled to receive Common Stock and Preferred Stock
having an aggregate value of up to $15,000,000, depending on the extent to which
certain performance criteria specified in the Agreement are met. The value of
such additional Common Stock and Preferred Stock would be determined in the
manner specified in the Agreement, including certain adjustment provisions in
the event of significant changes in the market price of the Common Stock after
the closing as compared to the market price used to determined the Closing
Payments.
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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 Asset Purchase
Agreement, dated as of September 18, 1999, between PageCell and StarMedia.
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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: October 13, 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 Asset Purchase Agreement, dated 6
as of September 18, 1999,
between PageCell International
Holdings, Inc. and StarMedia
Network, Inc.
Page 5 of 6
EXHIBIT 1.1
Asset Purchase Agreement
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