8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2005

Intermix Media, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-26355	06-1556248
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6060 Center Drive, Suite #300 Los Angeles, California	90045
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 215-1001

(Former name or former address, if changed since last report): Not applicable.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On March 24, 2005, Lisa Terrill was formally appointed Chief Financial Officer of Intermix Media, Inc. (the “Company”) by the Company’s Board of Directors. Ms. Terrill accepted an offer of employment with the Company on March 18, 2005. The material terms of Ms. Terrill’s employment are described in the offer letter which is included as Exhibit 10.1 to this report. Ms. Terrill will receive an annual base salary of $225,000. She will participate in the annual incentive program of Intermix as established from year to year upon the recommendation of the Compensation Committee of the Company’s Board of Directors ( see exhibit 10.1 for details). The board has approved the granting of an option to purchase 300,000 shares of Company common stock to vest over 4 years with 25% of the option vesting one year after the date of grant and the pro-rata remainder vesting quarterly therafter. The strike price of the option will be market price as of the date of grant. Ms. Terrill is entitled to up to six months of salary as severance in the event she is terminated by the Company without cause during the term of her agreement.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 24, 2005, Lisa Terrill was formally appointed Chief Financial Officer of the Company. See Item 10.1 regarding the description of the material terms of the Company’s employment of Ms. Terrill. Ms. Terrill is 43 years old.

Ms. Terrill was the Vice President, Finance and Corporate Controller of Ticketmaster, an IAC subsidiary. Prior to Ticketmaster, Terrill was North American Controller for International Rectifier, an NYSE company and the world’s top maker of power semiconductors. Previously, Terrill was employed as Director of Reporting and Accounting for LA Gear, Inc. and also worked at PWC/Arthur Andersen as a Senior Auditor. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits.	Description
	10.1	Offer of employment between Intermix Media, Inc. and Lisa Terrill, dated March 18, 2005.
	99.1	Press release issued by Intermix Media, Inc. on March 22, 2005.

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 hereunto duly authorized.

Date: March 24, 2005	Intermix Media, Inc.
	By:	/s/ Michael Mincieli
		Michael Mincieli
		Vice President and Corporate Controller
		(Principal Financial Officer)

EX-10.1

Exhibit 10.1

March 17, 2005

PRIVATE & CONFIDENTIAL

Ms. Lisa M. Terrill

214 15^th Place

Manhattan Beach, CA 90266

Dear Lisa,

On behalf of Intermix Media, Inc. (“Intermix” or the “Company”), I am delighted to summarize the terms and conditions of an offer of employment with the Company. Upon your acceptance, these terms will be incorporated in a comprehensive employment agreement for execution by both parties. Please do not hesitate to contact me or Andy Knox with any questions or comments that you may have on the content of this document or our intentions, as well as any related issues.

I. Role and Reporting Relationship

You will join the Company as Executive Vice President and Chief Financial Officer and report directly to me in my capacity as Chief Executive Officer. In addition to your role as the Company’s senior financial executive, you will also oversee human resources, be an executive officer of the Company and participate with the Company’s other executive officers and senior management in setting and executing company policy and direction.

II. Compensation and Benefits

We have customized components of the Company’s compensation and benefits programs to suit your particular needs. You will be eligible to participate in all of the programs available to executive officers at Intermix, subject, of course, to the terms and conditions of those programs and the Company’s policies with respect to their implementation. Please keep in mind that a cornerstone of our compensation philosophy is the link between executive compensation and corporate performance and

Ms. Lisa M. Terrill	March 17, 2005
Page 2 of 4

returns to stockholders. Your compensation and benefits will include the items summarized below:

• Base Annual Salary - $225,000 initially. Your performance will be reviewed annually along with that of the senior executives of the Company generally. Adjustments to your base salary, if any, will be made at that time.

• Performance Bonus - you will participate in the annual incentive program of Intermix as established from year to year upon the recommendation of the Compensation Committee of the Company’s Board of Directors. For fiscal year 2005 (ending March 31, 2005), executive officers are eligible to earn awards in the range of zero to sixty percent (60%) of their base salary based upon achievement of Company performance metrics. The target award under the Program is thirty percent (30%) of base salary, based upon achievement of 100% of the performance criteria, which amount may increase or decrease based upon exceeding or falling short of such targets.

• Equity - is a very important component of the compensation philosophy of Intermix Media. The Compensation Committee of the Company’s Board of Directors has adopted a Long-Term Equity Compensation Plan (“LTECP”) with respect to the administration of the Company’s 2004 Stock Awards Plan. Under the LTECP, stock - awards to executive officers are made at the discretion of the Compensation Committee, subject to Board approval. I will recommend to the Compensation Committee that, at the earliest possible opportunity, you be granted an option to purchase 300,000 shares of the Company’s common stock which option would vest over 4 years with 25% of the option vesting one year after the date of grant and the pro-rata remainder vesting quarterly thereafter. The strike price of the option will be market price as of the date of grant. The Company is presently working with Mercer to reevaluate the LTECP and to establish guidelines for the award of restricted stock or restricted stock units. We expect that you will play a role in this process given your finance and human resources responsibilities, working closely with Jim Quandt, Chair of the Compensation Committee.

Ms. Lisa M. Terrill	March 17, 2005
Page 3 of 4

• Other - the full range of benefits for you and the family will be summarized separately in our Employee Benefits Handbook. Of particular interest to you may be our 401(k) Program. Employees are provided the opportunity to make contributions of up to fifteen percent (15%) of their base salary to the Program, with limitations as determined by applicable statute. The Company fully matches the first three percent (3%) of an employee’s contributions and then one half of the next two percent (2%). Employees are eligible to participate in this Program after ninety (90) days of continuous employment.

III. Severance and Notice

Intermix is an “at will” employer. You will be provided with up to six (6) months of base salary and benefits continuation (the latter to be provided in the form of Company-paid COBRA) as severance in the event that you are terminated for reasons other than cause during the term of your employment. This benefit would be payable monthly for up to six (6) months or until you begin new employment, whichever occurs first.

Both parties will be required to provide the other with thirty (30) days of written notice of their intention to terminate the relationship.

IV. Reference Checking and Background Check

This offer is contingent upon satisfactory personal and professional reference checking, as well as a comprehensive background check, which will be conducted on our behalf by Korn/Ferry International.

*************************

Ms. Lisa M. Terrill	March 17, 2005
Page 4 of 4

Thank you for all of the time, thought and effort that you have invested in considering Intermix and the Chief Financial Officer role. We are all very pleased by the prospect of your playing a leading role in the future of Intermix. On a personal and professional note, I am looking forward to partnering together to lead Intermix and maximize its full potential in the years to come. If you accept our offer on the terms and conditions set forth above, please kindly sign and return a duplicate to me or Andy Knox no later than the close of business on March 21, 2005.

Sincerely,

/s/ Brett Brewer

Brett Brewer

President and Director

Intermix Media, Inc.

Accepted:

/s/ Lisa M. Terrill	Date: 3-18-05
Lisa M. Terrill

cc: James R. Quandt

Christopher Lipp

Andrew W. Knox

John F. Amer

EX-99.1

EXHIBIT 99.1

Intermix Hires Ticketmaster Executive as CFO

Lisa Terrill’s Strong Record of Financial Leadership in Fast Growing

Companies Completes Intermix’s Core Management Team

LOS ANGELES, March 22 /PRNewswire-FirstCall/ — Intermix Media, Inc. (Amex: MIX—News) announced today that it has hired Lisa Terrill, Vice President, Finance and Corporate Controller of Ticketmaster, an IAC subsidiary, as its new Chief Financial Officer (CFO) and Executive Vice President.

As VP of Finance and Corporate Controller of Ticketmaster, a company with $750 million in annual revenue, Terrill’s responsibilities included managing Ticketmaster’s day to day global financial activities and its SEC reporting and compliance requirements. Terrill also provided financial leadership during Ticketmaster’s many growth initiatives, including mergers and acquisitions, international expansion, as well as a public spin-off.

“Lisa’s eight years of leadership and hands-on experience in managing complex financial operations of a worldwide Internet and electronic retailer made her an ideal choice for us as chief financial officer for Intermix as we move forward,” said Richard Rosenblatt, CEO of Intermix Media. “Lisa fills a key role as we strive to grow our business and increase shareholder value.”

“I am proud to be joining such a dynamic leadership team,” Terrill added. “Intermix is one of the more exciting online media and ecommerce enterprises positioned for dramatic value creation.”

Prior to joining Ticketmaster, Terrill was North American Controller for International Rectifier, an NYSE company and the world’s top maker of power semiconductors. Previously, Terrill was employed as Director of Reporting and Accounting for LA Gear, Inc. and also worked at PWC/Arthur Andersen as a Senior Auditor.

About Intermix Media

A leading online media and ecommerce enterprise, Intermix Media and its subsidiaries utilizes proprietary technologies and analytical marketing to develop unique content, an active community an innovative ecommerce offerings. The Intermix Network blends user-generated and proprietary online content to motivate its users to spend more time on its Network and to invite their friends to join them. By integrating social networking applications, self publishing and viral marketing, the Intermix Network has grown to over 23 million unique visitors per month, including such flagship properties as MySpace.com and Grab.com. Intermix also leverages its optimization technologies, marketing methodologies and the Internet through its Alena unit, where it launches branded consumer product offerings. Alena expands Intermix’s consumer reach by marketing select high margin and innovative products directly to the consumer across the Internet. In doing so, Alena cost effectively builds consumer brands, such as Hydroderm, and drives new users back to the Intermix Network.