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): January 28, 2004
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724 SOLUTIONS INC.
(Exact name of registrant as specified in charter)
ONTARIO, CANADA 000-31146 INAPPLICABLE
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4101 Yonge Street, Suite 702
Toronto, Canada M2P 1N6
(Address of principal executive offices)
(416) 226-2900
(Registrant's telephone no., including area code)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit 99.1 Press Release, dated January 28, 2004.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 28, 2004, 724 Solutions Inc. (the "Company") announced via
press release the Company's results for the three months and year ended December
31, 2003. A copy of these results, as set forth in the Company's press release,
is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are
provided under Item 12 of Form 8-K and are furnished to, but not filed with, the
Securities and Exchange Commission.
The Company will hold an earnings conference call on January 28, 2004, at
5:00 PM Eastern time. The conference call will be accessible through live
webcast. Interested investors and other interested individuals can access the
webcast via the Company's home page (http://www.724solutions.com). Choose
"Investors" to access the Investor Center and then choose "Conference Calls" to
register for the webcast. The replay of this call will be available until
January 30, 2004 and can be accessed at: 800-633-8284 Reservation #21180701.
The press release contains non-GAAP financial measures, as such term is
used under Regulation G adopted by the Securities and Exchange Commission. The
Company believes that the presentation of pro forma numbers is useful to
investors because such information excludes accounting charges associated with
the Company's past acquisitions, depreciation charges and non-recurring charges
with a view to providing investors with insight into the Company's operating
costs. The presentation of pro forma results is consistent with our past
practice and what we believe to be accepted industry practice.
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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 thereunto duly authorized.
724 SOLUTIONS INC.
By: /s/ Glenn Barrett
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Name: Glenn Barrett
Title: Chief Financial Officer and
Senior Vice President, Corporate Services
Date: January 28, 2004