SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 24, 2003 Date of report (Date of earliest event reported) JAG Media Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-28761 88-0380546 - ---------------- ------------------------ ------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 6865 SW 18th Street, Suite B13, Boca Raton, Florida 33433 - --------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (561) 393-0605 (Registrant's telephone number, including area code) ------------------------ (Former Name or Address, if Changed Since Last Report) Item 5. Other Events. On January 24, 2003, JAG Media Holdings, Inc. (the "Company") issued a press release announcing that it has adopted "custody only" trading of its stock to insure that purchasers of the Company's shares are bona fide stockholders of the Company. In connection with the foregoing, the Board of Directors of the Company amended the corporate bylaws to reflect the adoption of a "custody only" trading policy. Copies of the Amendment to the Company's Bylaws and the press release of the Company dated January 24, 2003 are attached hereto as Exhibits 3.1 and 99.1, respectively, and incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. 3.1 Amendment to Bylaws of the Company, dated January 24, 2003. 99.1 Press Release of the Company, dated January 24, 2003. 2 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 hereunto duly authorized. JAG Media Holdings, Inc. Date: January 27, 2003 By: /s/ Gary Valinoti -------------------------------- Name: Gary Valinoti Title: President & CEO 3 INDEX TO EXHIBITS ----------------- Exhibit No. Description Page - ----------- ----------- ---- 3.1 Amendment to Bylaws of the Company, dated January 24, 2003. 5 99.1 Press Release of the Company, dated January 24, 2003. 6 4