8-K 1 a2068537z8-k.txt 8-K 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): JANUARY 25, 2002 ------------------------- STARMEDIA NETWORK, INC. ----------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-15015 06-1461770 -------------- ----------------- ------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 29 West 36th Street NEW YORK, NEW YORK 10018 ---------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 905-8200 -------------------- -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) This Report on Form 8_K is being filed upon the occurrence of the events specified in the following item(s) _____ Item 1. Changes in Control of Registrant _____ Item 2. Acquisition or Disposition of Assets _____ Item 3. Bankruptcy or Receivership _____ Item 4. Changes in Registrant's Certifying Accountant _____ Item 5. Other Events _____ Item 6. Resignations of Registrant's Directors _____ Item 7. Financial Statements and Exhibits _____ Item 8. Change in Fiscal Year _XX__ Item 9. Regulation FD Disclosure - 2 - ITEM 9 NOTE TO INVESTORS TO BE POSTED ON STARMEDIA'S WEB SITE. January 25, 2002 As previously announced, StarMedia Network's Board of Directors formed a Special Committee in November 2001 that is conducting an investigation into the revenue recognition practices of two of its Mexican subsidiaries, AdNet S. A. de C.V. and StarMedia Mexico, S.A. de C.V. . The Special Committee and the Company are working diligently with its independent auditors and with outside counsel to complete the investigation. StarMedia's shares have been on an extended trading halt since November 19, 2001. Trading resumption on the NASDAQ is subject to NASDAQ's approval upon the completion of the investigation and the issuance of restated financial statements. At this time, there is no definitive date for this. In addition, on November 21, 2001, StarMedia was notified by NASDAQ that its shares are subject to possible delisting due to failure to file its 10-Q for the third quarter in a timely fashion. Subsequently, StarMedia had a hearing with NASDAQ Listing Qualifications Panel where it asked for a review of the Staff Determination. The Company is awaiting NASDAQ's notice regarding the outcome of this review. There can be no assurance the Panel will grant StarMedia's request for continued listing. 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. STARMEDIA NETWORK, INC. January 25, 2002 /s/ Michael Hartman ---------------------------- ----------------------------------------- (Date) Name: Michael Hertman, General Counsel