=============================================================================== 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 Date of earliest event reported: November 4, 2004 Internet Capital Group, Inc. ------------------------------------------------ (Exact name of registrant as specified in charter) Delaware 000-26929 23-2996071 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 690 Lee Road, Suite 310, Wayne, PA 19087 (Address of Principal Executive Offices) (Zip Code) (610) 727-6900 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) =============================================================================== Section 2. Financial Information Item 2.02 Results of Operations and Financial Condition. On November 4, 2004, Internet Capital Group, Inc. issued a press release setting forth Internet Capital Group, Inc.'s financial information for the three-month period ended September 30, 2004. A copy of Internet Capital Group, Inc.'s press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Act") or the Exchange Act. Section 9. Financial Statements and Exhibits. Item 9.01 Financial Statements and Exhibits (c ) Exhibits The following press release is included as an exhibit to this report filed under Section 2 - "Financial Information." 99.1 Press Release, dated November 4, 2004, issued by Internet Capital Group, Inc. 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. INTERNET CAPITAL GROUP, INC. Date: November 4, 2004 By: /s/ Anthony P. Dolanski ---------------------------- Name: Anthony P. Dolanski Title: Chief Financial Officer (Principal Financial and Accounting Officer) EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated November 4, 2004, issued by Internet Capital Group, Inc.