================================================================================ 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 22, 2004 MAXWORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware 000-49906 46-0487484 - ------------------------------------ ------------ -------------- (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 1 Sound Shore Drive, Suite 201 Greenwich, CT 06830 - ----------------------------- ---------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 566-2002 Item 5. Other Events. On March 22, 2004, MaxWorldwide issued a press release announcing the declaration of a distribution, a copy of which is annexed hereto as Exhibit 99.1. 2 Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of MaxWorldwide, Inc. dated March 22, 2004 3 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 24, 2004 MAXWORLDWIDE, INC. a Delaware corporation By: /s/ Peter M. Huie ------------------------------------ Peter M. Huie, General Counsel, Senior Vice President Corporate Affairs, Secretary 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of MaxWorldwide, Inc. dated March 22, 2004 5