UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2004 SmartServ Online, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 0-28008 13-3750708 - ------------------------------- ----------- ---------------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 2250 Butler Pike, Suite 150, Plymouth Meeting, Pennsylvania 19462 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (610) 397-0689 N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition of Assets - ----------------------------- As previously reported in the Current Report on Form 8-K of SmartServ Online, Inc. (the "Company") filed on March 4, 2004 with the Securities and Exchange Commission, on February 28, 2004, the Company acquired all of the stock of nReach, Inc. ("nReach") from the nReach shareholders for a purchase price consisting of 500,000 shares of the Company's common stock (the "Initial Shares"). In addition, the Company has assumed up to $100,000 of nReach's obligations and the nReach shareholders may also earn up to 916,667 additional shares of the Company's common stock in the event the Company reaches certain revenue targets within the next five fiscal quarters. The Company issued a press release dated March 2, 2004 announcing the closing of such acquisition. If the value of the Initial Shares immediately prior to June 1, 2004 is less than $900,000, the Company will issue up to 299,167 additional shares of the Company's common stock with respect to such difference in value. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - --------------------------------------------------------------------------- (a) Financial Statements of Business Acquired Upon further review, financial statements are not required to be filed. (b) ProForma Financial Information Upon further review, proforma financial information is not required to be filed. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SMARTSERV ONLINE, INC. Dated: May 3, 2004 By: /s/ Robert M. Pons ------------------------------------- Robert M. Pons, Chief Executive Officer 3