8-K

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                       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): June 3, 1999




                               CAFE ODYSSEY, INC.
             (Exact name of registrant as specified in its charter)



                                                         
         Minnesota                    0-23243                  31-1487885
(State or other jurisdiction    (Commission File Number)     (IRS Employer
    of incorporation)                                      Identification No.)



             4801 West 81st Street, Suite 112, Bloomington, MN        55437
               (Address of principal executive offices)            (Zip Code)



          (Former Name or Former Address, if Changed Since Last Report)

       Registrant's telephone number, including area code: (612) 837-9917


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Item 5.  OTHER EVENTS

     The Registrant executed an Agreement and Plan of Merger dated as of June 1,
1999 (the "Agreement") with Stephen D. King (the Registrant's principal
shareholder, Chairman and Chief Executive Officer), popmail.com, inc., a
Delaware corporation ("Popmail"), each of the common shareholders of Popmail and
Cafe Odyssey Acquisition Subsidiary, Inc., a Delaware corporation and
wholly-owned subsidiary of the Registrant ("Acquisition Sub"), providing for the
merger of Popmail with and into Acquisition Sub upon the satisfaction of certain
conditions.

     The Agreement provides for a closing into escrow on the later of (1) June
17, 1999 and (2) the fifth day after Popmail delivers audited financial
statements for its 1997 and 1998 fiscal years to the Registrant. At the time of
closing into escrow, Popmail's shareholders will deliver their Popmail stock
certificates into escrow, and the Registrant will deliver certificates for its
Series B Convertible Preferred Stock ("Series B") to be issued to the Popmail
shareholders when and if the merger is consummated. Upon consummation of the
merger, the Series B will be convertible into at least the same number of shares
of the Registrant's common stock as are then outstanding. As additional merger
consideration, the Registrant will place in escrow a warrant to be issued to the
Popmail shareholders representing the economic equivalent of all of the
Registrant's options, warrants, and other securities convertible into, or
exchangeable for, common stock which were outstanding on May 3, 1999.

     Breaking escrow and consummation of the merger is subject to the
satisfaction of certain conditions set forth in the Agreement, including deposit
by the Registrant into escrow of (1) sufficient funds to repay indebtedness of
Popmail of approximately $5,000,000 to an affiliate of Popmail, LegacyMaker,
Inc. ("LegacyMaker"), (2) a minimum sale price of $2.50 for the Registrant's
common stock on the business day preceding consummation of the merger and (3)
approval by the Registrant's shareholders of the merger. The Agreement
contemplates that Popmail may acquire, or obtain an equity interest in, other
entities prior to consummation of the merger.

     The Agreement will terminate if escrow is not funded by the date set forth
above or if the merger has not been consummated by August 30, 1999, except that
the Registrant may extend the expiration date for consummation of the merger for
up to three 30-day periods upon payment of $100,000 cash to LegacyMaker on the
first day of each extension period. Popmail may also terminate the Agreement if
the Registrant's common stock is delisted from The Nasdaq SmallCap Market. The
Registrant will be liable to LegacyMaker for liquidated damages of $100,000 if
the merger is not consummated by August 30 or if Popmail terminates the
Agreement in the event of delisting. LegacyMaker will be entitled to retain any
payments made as liquidated damages or to extend the Agreement if Popmail
terminates the Agreement due to such delisting. The Agreement also provides for
termination upon the happening of certain other events, such as a material
adverse change in the financial or business condition of either the Registrant
or Popmail, in which case no termination fee will be payable.

     Upon consummation of the merger, Popmail shareholders will collectively
hold approximately 50% of the then outstanding shares of the Registrant and will
effectively control the Registrant.



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     The Registrant's Press Release dated June 3, 1999, which is filed as
Exhibit 99.1 to this Form 8-K, is incorporated herein by reference.

Item 7.      FINANCIAL STATEMENTS AND EXHIBITS

       (c)   Exhibits

             99.1. Press Release dated June 3, 1999.


                                    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.

                                        CAFE ODYSSEY, INC.


Date:   June 3, 1999                    By: /s/ Stephen  King
                                            ------------------------------------
                                        Name:  Stephen King
                                        Title: Chief Executive Officer




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EX-99.1

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                                                                    EXHIBIT 99.1



THURSDAY JUNE 3, 6:55 AM EASTERN TIME

COMPANY PRESS RELEASE
SOURCE: Cafe Odyssey

Cafe Odyssey and Popmail Sign Definitive Merger Agreement

POPMAIL FIRST STEP OF PLAN TO BUILD SPECIALIZED MEDIA-ORIENTED INTERNET BUSINESS

MINNEAPOLIS, June 3 /PRNewswire/ -- Cafe Odyssey (Nasdaq: CODY - NEWS) announced
that the definitive documents to purchase Popmail have been executed. Final
closing remains subject to shareholder approval and the terms and conditions set
forth in the merger agreement. At the regular annual meeting of shareholders, to
be held in July, the shareholders of Cafe Odyssey will be asked to approve the
transaction. Details will be available in the forthcoming shareholder proxy
statement.

Following the Company's acquisition of Popmail, management intends to (i)
rapidly implement its plans to build a specialized business-to-business media-
oriented, Internet-based company through both internal growth and additional
acquisitions, and (ii) examine the strategic alternatives and position of the
Company's restaurant activities.

Cafe Odyssey's Board of Directors recently approved a plan to pursue growth
through Internet acquisitions. Merger and acquisition candidates are expected to
build on opportunities for Popmail. The Company is in simultaneous conversations
with several companies and plans to vigorously pursue these opportunities. No
definitive acquisition candidates are being disclosed, and no assurance can be
given that these dialogues will result in firm contracts.

Stephen D. King, CEO, said, "The Popmail vision is a large opportunity by
itself. The platform of Popmail will enable us to launch a broad range of
specialized media-oriented Internet businesses. We are even more excited by the
existence of several acquisition candidates, creating prospects of generating
additional Internet revenue with strategically positioned companies."

James Anderson, Chairman of Popmail said, "The combination of our business plan
and a forward-looking CEO like Stephen King allows for more growth and future
success through specialized media-oriented Internet business. We welcome these
new horizons."

Popmail is a leading provider of e-mail service to radio stations and their
listeners. Popmail combines the power of the Internet with the most successful
affinity-building mass medium ever created: Radio. By providing radio stations
with an attractive e-mail service, offered to listeners free of charge, Popmail
leverages radio's proven ability to engage audiences and attract advertisers.
Popmail holds exclusive relationships with approximately 500 radio stations,
reaching 100 million potential listeners each week. The consumer web site can be
found at HTTP://WWW.POPMAIL.COM. The

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Cafe Odyssey restaurant division develops, owns and operates upscale,
casual-themed restaurants. The concept is food-driven, with a menu that offers a
broad selection of cuisine from around the world, including popular "cultural
fusion" items. The Company currently operates three restaurants, one in
Cincinnati, Ohio, one in the Mall of America, Minnesota and a third location in
the Denver Pavilions, in downtown Denver, Colorado. The Company's web site can
be found at HTTP://WWW.CAFEODYSSEY.COM.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made by or to be made by the Company) contains statements that are
forward-looking, such as statements relating to plans for future expansion. Such
forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future and, accordingly,
such results may differ from those expressed in any forward-looking made by or
on behalf of the Company. These risks and uncertainties include, but are not
limited to, shareholder approval, those relating to development and construction
activities, dependence on existing management, leverage and debt service,
domestic or global economic conditions, and changes in customer preferences and
attitudes. For more information, review the Company's filings with the
Securities and Exchange Commission.
SOURCE: Cafe Odyssey
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