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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): March 12, 2003
MAXWORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-49906 46-0487484
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
50 West 23rd Street, Fourth Floor
New York, New York 10010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 302-2424
Item 5. Other Events.
On March 12, 2003, MaxWorldwide, Inc., a Delaware corporation
("MaxWorldwide"), its wholly-owned subsidiaries, L90, Inc., a Delaware
corporation ("L90"), and Picasso Media Acquisition, Inc., a Delaware corporation
("Picasso Media"), and its indirect newly formed wholly-owned subsidiary, Millie
Sub, LLC, a Delaware limited liability company, entered into an Agreement and
Plan of Merger (the "Merger Agreement"), a copy of which is annexed hereto as
Exhibit 2.1, with with Focus Interactive, Inc. (formerly Bulldog Holdings, Inc.,
a Delaware corporation ("Focus"), The Excite Network, Inc., a Delaware
corporation ("Excite"), and Millie Acquisition Sub, LLC, a Delaware limited
liability company and wholly-owned subsidiary of Excite, pursuant to which
MaxWorldwide agreed to sell substantially all of the assets of its online
business (the "MaxOnline Business") to Excite, consisting primarily of offering
and selling online advertising inventory to advertisers and performing
advertising sales services.
In consideration of the MaxOnline Business, Excite and Focus,
Excite's parent company, agreed to pay: (i) $3,000,000 in cash upon the closing
of the transactions contemplated by the Merger Agreement (the "Closing"), (ii)
$2,000,000 in cash upon the first anniversary of the Closing or six months
thereafter, at the election of Excite and (iii) up to $1,000,000 in cash based
on the gross billings of the MaxOnline Business during the calendar year 2003
(collectively, the "Merger Consideration"). In addition, Excite agreed to pay to
MaxWorldwide 70% of the accounts receivable transferred to Excite under the
Merger Agreement and collected by Excite during the eight month period beginning
120 days following the Closing (net of certain expenses and accounts payable
associated with such accounts receivable). Excite also agreed to reimburse
MaxWorldwide, within one year after the Closing, the amount of any positive
working capital in the MaxOnline Business as of the Closing.
To secure Excite's payment of the Merger Consideration, Excite
agreed to grant to MaxWorldwide a security interest in certain of Excite's
assets. Additionally, until such time as the Merger Consideration is paid in
full, MaxWorldwide has the right to designate one member to Focus's board of
directors.
The parties' obligation to consummate the transaction is subject to
customary conditions, including without limitation, the approval of holders of a
majority of MaxWorldwide's outstanding stock and the receipt by MaxWorldwide of
an opinion from its financial advisor that the transaction is fair to
MaxWorldwide's stockholders from a financial point of view.
On March 12, 2003, MaxWorldwide issued a press release announcing
the transaction, a copy of which is annexed hereto as Exhibit 99.1.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of March 12, 2003, by and
among Focus Interactive, Inc. (formerly Bulldog Holdings, Inc.,
a Delaware corporation, The Excite Network, Inc., a Delaware
corporation, Millie Acquisition Sub, LLC, a Delaware limited
liability company, MaxWorldwide, Inc., a Delaware corporation,
L90, Inc., a Delaware corporation, Picasso Media Acquisition,
Inc., a Delaware corporation, and Millie Sub, LLC, a Delaware
limited liability company.
99.1 Press Release of MaxWorldwide, Inc. dated March 12, 2003
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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 hereunto duly authorized.
March 12, 2003 MAXWORLDWIDE, INC.
a Delaware corporation
By: /s/ Peter M. Huie
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Peter M. Huie, General Counsel, Senior
Vice President Corporate Affairs, Secretary
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EXHIBIT INDEX
Exhibit No. Description
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2.1** Agreement and Plan of Merger, dated as of March 12,
2003, by and among Focus Interactive, Inc. (formerly
Bulldog Holdings, Inc., a Delaware corporation, The
Excite Network, Inc., a Delaware corporation, Millie
Acquisition Sub, LLC, a Delaware limited liability
company, MaxWorldwide, Inc., a Delaware corporation,
L90, Inc., a Delaware corporation, Picasso Media
Acquisition, Inc., a Delaware corporation, and Millie
Sub, LLC, a Delaware limited liability company.
99.1 Press Release of MaxWorldwide, Inc. dated March 12, 2003
** Portions of this document have been redacted pursuant to a Request for
Confidential Treatment filed with the Securities and Exchange Commission.
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