-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RlchvK/d76cw+2COslYiifBpHn13W0/Sma5O5gG/SVfcngFwZ/DsZHOLFAyyF+DG fpM6XNpna5e07NO+uy4v1Q== 0001047469-03-009087.txt : 20030318 0001047469-03-009087.hdr.sgml : 20030318 20030318151626 ACCESSION NUMBER: 0001047469-03-009087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030318 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARMEDIA NETWORK INC CENTRAL INDEX KEY: 0001057334 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 061461770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31138 FILM NUMBER: 03607642 BUSINESS ADDRESS: STREET 1: 29 WEST 36TH STREET 5TH FL CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125489600 MAIL ADDRESS: STREET 1: 29 WEST 36TH STREET FIFTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 a2105995z8-k.txt 8-K UNITED STATES 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): March 18, 2003 StarMedia Network, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-15015 06-1461770 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.)
999 Brickell Ave., Ste 900 Miami, Florida 33131 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (305) 938-3000 Not Applicable (Former Name or Former Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On March 18, 2003, StarMedia Network, Inc. d/b/a Cyclelogic Mobile Solutions (the "Company") announced the results of its annual meeting of stockholders held on March 17, 2003. A copy of the Company's press release, announcing the foregoing, is attached as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: The following exhibits are filed with this report on Form 8-K: EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - -------------- ---------------------- 99.1 Press release, dated March 18, 2003, announcing the results of the Company's annual meeting of stockholders held on March 17, 2003. 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. Date: March 18, 2003 STARMEDIA NETWORK, INC. By: /s/ Michael Hartman ---------------------------- Name: Michael Hartman Its: General Counsel 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press release, dated March 18, 2003, announcing the results of the Company's annual meeting of stockholders held on March 17, 2003. 4 EX-99.1 3 a2105995zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 STARMEDIA NETWORK (d/b/a CYCLELOGIC MOBILE SOLUTIONS) ANNOUNCES RESULTS OF ANNUAL MEETING COMPANY TO EFFECT 1-FOR-1,000 REVERSE STOCK SPLIT AND "GOING PRIVATE" TRANSACTION MIAMI, FLORIDA, MARCH 18, 2003 -- StarMedia Network, Inc., d/b/a CycleLogic Mobile Solutions (the "Company") today announced the results of its annual meeting of stockholders held on March 17, 2003 in Miami, Florida. The results were as follows: o PROPOSAL NO. 1 - ELECTION OF DIRECTOR. Susan Segal, the Company's acting Chairman of the Board of Directors, was re-elected as a director to serve an additional term until the 2005 annual meeting of stockholders. o PROPOSAL NO. 2 - CHANGE OF NAME. The stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to change the Company's name to "CycleLogic, Inc." o PROPOSAL NO. 3 - REVERSE STOCK SPLIT. The stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a one-for-1,000 reverse stock split of all outstanding shares of the Company's common stock, thus enabling the Company to "go private." o PROPOSAL NO. 4 - NUMBER OF DIRECTORS ON BOARD. The stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to provide that the minimum number of directors be no less than three (3) nor more than nine (9) (exclusive of directors, if any, to be elected by holders of preferred stock of the Company, voting separately as a class). o PROPOSAL NO. 5 - STOCKHOLDER ACTION BY WRITTEN CONSENT. The stockholders did not approve a proposal to amend the Company's Amended and Restated Certificate of Incorporation to permit stockholder action by written consent in lieu of a meeting. In light of stockholder approval of Proposals No. 2 and No. 3, effective as of midnight tonight, the Company expects to amend its Certificate of Incorporation to effect the change of the Company's name and the reverse stock split, as described in the Company's proxy statement dated February 12, 2003. The Company also expects to file a Form 15 with the Securities and Exchange Commission before the end of the month in order to deregister the Company's common stock and terminate its public company reporting obligations. ABOUT THE COMPANY StarMedia Network, d/b/a CycleLogic Mobile Solutions, provides integrated solutions that enable the delivery of content and applications to users of wireless services in Latin America. Currently, over 25 wireless carriers in Latin America use CycleLogic's solutions. The Company's principal offices are located at 999 Brickell Ave., Miami, Florida 33131 with additional offices in Argentina, Brazil, Chile, Colombia, Mexico and Venezuela. For more information, please visit the Company's corporate web site at www.cyclelogic.com. THIS PRESS RELEASE CONTAINS STATEMENTS OF A FORWARD-LOOKING NATURE WITHIN THE MEANING OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 RELATING TO FUTURE EVENTS OR FUTURE FINANCIAL RESULTS OF STARMEDIA NETWORK, INC. INVESTORS ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS AND ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS OR BELIEFS AND ARE SUBJECT TO A NUMBER OF FACTORS THAT COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY. IN CONSIDERING SUCH STATEMENTS, INVESTORS SHOULD SPECIFICALLY CONSIDER VARIOUS FACTORS WHICH COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED FROM SUCH FORWARD-LOOKING STATEMENTS, INCLUDING THE MATTERS SET FORTH IN STARMEDIA NETWORK, INC.'S REPORTS AND DOCUMENTS FILED FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION. # # # # # # INQUIRIES: Michael Hartman CycleLogic Mobile Solutions Telephone: 305-938-3000 2 -----END PRIVACY-ENHANCED MESSAGE-----