-----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, Lf3+Y6XIrW0qsLeBn+Mj0HW7TIhKCaoTSn9UDnDAWmQvpGSdRpCIiexfQ5H0QrA7 u0V7UtNHwtkIA1IlyuTSkg== 0000912282-02-000226.txt : 20020528 0000912282-02-000226.hdr.sgml : 20020527 20020524184145 ACCESSION NUMBER: 0000912282-02-000226 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020524 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APTIMUS INC CENTRAL INDEX KEY: 0001087277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911809146 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27065 FILM NUMBER: 02662875 BUSINESS ADDRESS: STREET 1: 95 S JACKSON STREET 2: STE 300 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2064419100 MAIL ADDRESS: STREET 1: 95 SOUTH JACKSON STREET 2: STE 300 CITY: SEATTLE STATE: WA ZIP: 98104 FORMER COMPANY: FORMER CONFORMED NAME: FREESHOP COM INC DATE OF NAME CHANGE: 19990525 8-K 1 aptimus8k_052402.txt 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): May 24, 2002 APTIMUS, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Washington -------------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-27065 91-1809146 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 95 SOUTH JACKSON STREET SUITE 300 SEATTLE, WASHINGTON 98104 -------------------------------------------------- (Address of Principal Executive Offices and Zip Code) Registrant's telephone number, including area code (206) 441-9100 Not Applicable -------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events On May 24, 2002, Aptimus, Inc. ("Company") announced that it was contemplating a move to the Nsadaq SmallCap Market for which it currently qualifies following receipt of a Nasdaq Staff Determination that it was non-compliant with the minimum value of publicly held shares requirement for continued listing of its securities on the Nasdaq National Market. The Company reported that it was appealing the Staff Determination for now to keep all of its options open. Item 7. Exhibits and Reports on Form 8-K (c) The following exhibits are filed as part of this report: Exhibit No. Description ----------- ----------- 99 Press release, dated May 24, 2002, announcing Aptimus, Inc.'s receipt of a Nasdaq Staff Determination of continued listing non-compliance and the company's appeal thereof. SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. APTIMUS, INC. --------------------------------- (Registrant) Dated: May 24, 2002 By /s/ David H. Davis -------------------------------- David H. Davis Secretary EX-99.1 3 ex99_1.txt PRESS RELEASE Exhibit 99.1 John Wade Chief Financial Officer Aptimus, Inc. 415-896-2123X245 johnw@aptimus.com - ----------------- For Immediate Release - --------------------- Aptimus, Inc. Contemplates Move To NASDAQ Small Cap Market SEATTLE, May 24, 2002 -- Aptimus, Inc. (Nasdaq: APTM), the leading online direct marketing network, today announced that it may request to move to the Nasdaq SmallCap Market. The Company currently meets all of the listing criteria for the Nasdaq Small Cap Market and all but one of the listing criteria for the Nasdaq National Market. However, the Company recently received notice from Nasdaq that the market value of its public float (or publicly held shares) does not meet the minimum requirement for continued listing on the Nasdaq National Market pursuant to National Marketplace Rule 4450(a)(2). The Company has requested an oral hearing before the Nasdaq Listing Qualifications Panel to appeal this decision. Aptimus will continue to trade on the Nasdaq National Market under the symbol APTM pending the outcome of these proceedings. If the Company is unable to maintain its National Market position, it expects to move to the Nasdaq Small Cap Market where it would continue to trade under the symbol APTM. "This action was not unexpected given the Company's limited public float after our tender offer last year," said Tim Choate, Aptimus' President and CEO. "There are many highly valued companies on the Nasdaq Small Cap Market and we view a potential move there as a positive in terms of focus. However, for now we have decided to appeal the staff determination to keep all our options open," continued Choate. "Our business continues to expand and we are confident that we will present a compelling case for continued National Market listing when our appeal is heard." About Aptimus, Inc. - -------------------- Aptimus is the leading online direct response network. Aptimus provides high volume performance-based customer acquisition solutions for major consumer marketers. The Company presents direct response offers from its advertisers across an ever-expanding network of distribution partner web sites and email channels. Aptimus' primary offer presentation formats include cross-marketing promotions at the points of registration, purchase, login, or other transactional activities on web sites, as well as email campaigns leveraging the Aptimus TransAction Masterfile(TM) of over 50 million opt-in email addresses. At its core, the process is facilitated by the Aptimus Direct Response SystemTM, which is a proprietary and highly scalable offer-serving platform, and includes patent-pending Dynamic Revenue Optimization TM technology that automatically determines the best marketer offers for placement on each distribution partner's Web site. This approach strikes a unique balance between the client marketer and web-site publisher to assure the highest response rate for our clients and the highest financial return to our distribution partners, while placing the right offers in front of the right customers. Aptimus has offices in Seattle and San Francisco, and is publicly traded on Nasdaq under the symbol APTM. The Company's corporate website has additional information at www.aptimus.com. This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, comments regarding the growth of the Company's business, the Company's ability to meet the listing criteria of the Nasdaq SmallCap Market and the corresponding acceptance of the any application the Company may submit to Nasdaq for such listing, and the potential success of the Company's appeal of the Listing Qualifications unit's National Market delisting decision. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include, without limitation, fluctuation of the company's operating results, the ability to compete successfully, the ability of the company to maintain current client and distribution partner relationships and attract new ones, and the sufficiency of remaining capital to continue in operation. For additional factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, please see the "Risk Factors" described in the company's Annual Report on Form 10-K, dated March 29, 2002, and in other quarterly reports and filings on file with the SEC, which Risk Factors are incorporated herein as though fully set forth. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. # # # -----END PRIVACY-ENHANCED MESSAGE-----