8-K

Filed by Remark Media, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to

Rule 14a-12 under the Securities Exchange Act of 1934

Subject Company: Banks.com, Inc.

Commission File No. 001-33074

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 6, 2012

Remark Media, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33720	33-1135689
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID Number)

Six Concourse Parkway, Suite 1500, Atlanta, GA 30328

(Address of principal executive offices)                                                       (Zip Code)

Registrant’s telephone number, including area code  (770) 821-6670

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:

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

x 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))

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the pending transaction between Remark Media, Inc. (the “Company”) and Banks.com, Inc.  (“Banks.com”), discussed in this Current Report on Form 8-K, the Company will file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a proxy statement of  Banks.com that also constitutes a prospectus of the Company.  Banks.com will mail the definitive proxy statement/prospectus to its shareholders. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PENDING TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement/prospectus (when available) and other related documents filed by the Company and Banks.com with the SEC at the SEC’s website at www.sec.gov. The proxy statement/prospectus (when available) and the other documents filed by the Company and Banks.com with the SEC may also be obtained for free by accessing the Company’s website at www.remarkmedia.com and clicking on the “Investor Relations” link and then clicking on the link for “SEC Filings.”

PARTICIPANTS IN SOLICITATION

The Company and its respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from shareholders of the Company in favor of the pending transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the pending transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about the Company’s executive officers and directors in its definitive proxy statement filed with the SEC on December 14, 2011.

FORWARD LOOKING STATEMENTS

Except for historical matters contained herein, statements made in this document are forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Without limiting the generality of the foregoing, words such as “may”, “will”, “to”, “plan”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, or “continue” or the negative other variations thereof or comparable terminology are intended to identify forward-looking statements. Such forward-looking statements include statements about the anticipated benefits of the merger, including financial and operating results and benefits that may be realized from the merger, the Company’s and Banks.com’s plans, objectives, expectations and intentions and other statements contained in this document that are not historical facts. Such forward-looking statements are inherently uncertain. Accordingly, you should not place any undue reliance on any of the forward-looking statements in this document, which are subject to numerous risks and uncertainties, and you should consider all of such information in light of the various risks identified in this document and in the reports filed by the Company and Banks.com with the SEC, as well as the other information that the Company and Banks.com provide with respect to the pending merger.

Investors and others are cautioned that a variety of factors, including the following, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) the proposed merger may not be consummated for a number of reasons, including as a result of the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, and the Company and Banks.com will incur significant fees and expenses regardless of whether the merger is consummated; (ii) the receipt of all required regulatory approvals and the satisfaction of the closing conditions to the proposed merger, including approval of the pending transaction by the shareholders of Banks.com, Banks.com’s Board of Directors having received the opinion of its financial advisor that the consideration to be paid in the merger is fair, from a financial point of view, to holders of Banks.com’s common stock; (iii) the Company’s ability to integrate the operations of Banks.com and realize the anticipated revenues and synergies in connection with the transaction, including the potential for unanticipated issues, expenses and liabilities associated with the merger and the risk that Banks.com fails to meet its expected financial and operating targets; (iv) the potential for diversion of management time and resources in seeking to complete the merger and integrate the operations of Banks.com; (v) the potential failure to retain key employees of Banks.com; and (vi) the potential for dilution to the Company’s stockholders as a result of the transaction. Banks.com and the Company are also subject to the risks and uncertainties described in their respective filings with the SEC, including the Company Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011, and Banks.com’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011. The Company and Banks.com disclaim any obligation to update and revise statements contained in this document based on new information or otherwise.

Item 8.01 Other Events.

On March 6, 2012, the Company issued a press release announcing the completion of its previously announced financing of $4.25 million and that a conference call would be held at 11:00 am on March 8, 2012 to discuss recent developments and strategy for the 2012 calendar year. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On March 8, 2012, the Company held a conference call and posted the transcript of the call on its website at www.remarkmedia.com.  A copy of the transcript is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No. Description of Exhibit

99.1  Press Release issued by Remark Media, Inc. dated March 6, 2012

99.2 Transcript of a Remark Media, Inc. conference call held on March 8, 2012

SIGNATURES

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.

	REMARK MEDIA, INC.
Date: March 8, 2012	By:  /s/ Bradley T. Zimmer
	Bradley T. Zimmer
	Chief Operating Officer and General Counsel

EX-99.1

Exhibit 99.1

Remark Media Announces Closing of Financing Round and Conference Call

Atlanta, Mar. 6, 2012 (GLOBE NEWSWIRE) -- Remark Media, Inc. (Nasdaq: MARK), a global digital media company, announced that it has completed its previously announced $4.25 million financing round of the private placement of the company’s Common Stock. The financing was led by A.W.M. Special Situations Funds, and also includes a number of other accredited institutional investors.

Remark Media will host a conference call to discuss recent developments and strategy for the 2012 fiscal year. The call will take place on Thursday, March 8th, 2012 at 11:00am Eastern Standard Time. Dialing instructions are:

In the United States: 877-704-5386

Outside the U.S:  +1-913-312-1395

Passcode: 539742

Please dial in 10 minutes early to insure that you are connected in time for the beginning of the call.  A transcript will be made available after the call at our company’s investor relations website, at http://ir.remarkmedia.com.

About Remark Media

Remark Media, Inc. (Nasdaq: MARK) is a global digital media company focused on developing social media businesses that incorporate relevant, high quality content. Remark Media's services business offers a suite of web services and proprietary platforms that provide brands opportunities to build consumer awareness, promote content engagement and foster brand-customer interactions. The Company's leading brands, BoWenWang (bowenwang.com.cn) and ComoTudoFunciona ( hsw.com.br), provide readers in China and Brazil with thousands of articles about how the world around them works, serving as destinations for credible, easy-to-understand reference information. Remark Media is the exclusive digital publisher in China and Brazil for translated content from HowStuffWorks.com, a subsidiary of Discovery Communications, and in China for certain content from World Book. Remark Media is also a founding partner and developer of the U.S.-based product Sharecare, a highly searchable social Q&A healthcare platform organizing and answering the questions of health. The Company is headquartered in Atlanta with additional operations in New York, Beijing and Sao Paulo. For more information, visit www.remarkmedia.com.

Forward-Looking Statements

This press release contains "forward-looking statements," as defined in Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be in the future tense, and often include words such as "anticipate", "expect", "project", "believe", "plan", "estimate", "intend", "will" and "may". These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of Remark Media. Relevant risks and uncertainties include those referenced in Remark Media's filings with the SEC, and include but are not limited to: successfully completing our merger and integration with Banks.com, Inc., our losses and need for capital; successfully developing and launching new digital media properties; restrictions on intellectual property under agreements with Sharecare and third parties; challenges inherent in developing an online business; reliance on key personnel; general industry conditions and competition; and general economic conditions, such as advertising rate, interest rate and currency exchange rate fluctuations. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. Remark Media assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.  

CONTACT: Bradley T. Zimmer

         T: 404-974-2722

         ir@remarkmedia.com

EX-99.2

 Exhibit 99.2

Conference Call Transcript

Strategy 2012 & Transactions

March 8, 2012 – 11:00am ET

Operator:

Good day and welcome to the Remark Media investor call.  Today’s conference is being recorded.  At this time I would like to turn the call over to Carrie Ferman.

Carrie Ferman:

Thank you, and good morning, everyone. Welcome to Remark Media’s first investor call. The first of many more as we begin a new growth phase for our company.

My name is Carrie Ferman and I am the Chief Executive Officer of Remark Media. I have been with the Company since August of 2011 and was appointed CEO by our Board of Directors this past December.

I am joined today by Bradley Zimmer, our Chief Operating Officer and General Counsel. Bradley has been with the Company for over 4 years as Executive Vice President and General Counsel.  He was appointed COO by our Board of Directors this past December as well.

This call will run approximately 15 mins. Before we begin, I would like to remind you that during today’s call we will discuss certain forward-looking statements, such as our outlook for future performance and statements regarding our business strategy and objectives. These forward-looking statements are typically preceded by words such as we expect, we believe, we anticipate or similar such statements.  They are based on management's current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual performance and business actions may vary materially from those expressed or implied by the statements herein, for a number of reasons, such as changes in economic, business, competitive, strategic, technological and/or regulatory factors.

Descriptions of some of these risk factors may be found in Remark Media’s SEC filings, including its annual reports on Form 10-K and quarterly reports on Form 10-Q, which are available on the Investor Relations section of our corporate website. Remark Media is under no obligation– and, in fact, expressly disclaims any such obligation – to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

With that covered, let’s get started:

We are here today to outline our corporate strategy for the coming year and to discuss two exciting recent transactions: our $4.25 million private placement and the agreement to enter into a merger with Banks.com.

2011 was a transformative year for Remark Media.

First and foremost, we made a strategic decision to shift our management, operational, and financial focus to the Unites States, which is the world’s largest Internet advertising market.  Accordingly, we are working to develop new English-language owned and operated websites, and to expand our content and platform services business.

To emphasize this shift in strategy we changed our name to Remark Media; which we believe more accurately reflects the entirety of who we are and what we aim to be, as opposed to HowStuffWorks International which is one example of our work.

It is our goal to leverage the experience and expertise we have gained through our work on sites such as Sharecare.com and Discovery’s Curiosity.com to create a broad portfolio of leading destination websites that offer a dynamic online experience around a given topic, with access to relevant content and subject matter experts.  Over the past several years, we have had much success in supporting the development and launch of best-in-class websites on behalf of our clients, and we are now in a position to turn our attention to creating remarkable digital media businesses on behalf of our own company.

We are thrilled to announce that our first vertical in the United States is going to be personal finance, which we will enter through the launch of a new website called DimeSpring. DimeSpring.com will offer users rich content and access to a wide array of personal finance professionals to help them in managing life's financial opportunities and hurdles.  We expect DimeSpring to launch later this month.

In addition, last week we entered into a merger agreement with Banks.com, Inc., whereby Banks.com will become a wholly-owned subsidiary of Remark Media.

Banks.com is a leading financial media company offering a unique breadth and depth of content, products and services on their two marquees websites: Banks.com and IRS.com. The company’s mission is to bring users and subscribers relevant financial information to assist in making important financial decisions. The company also owns and manages FileLater – a tax extension service for individuals and business, and MyStockFund – an online trading & fractional share investing service.

The company is publically listed under the ticker symbol BNNX and generated $4 million of revenue for the first nine months of 2011.  We are issuing up to 702,784 shares of Common Stock to the shareholders of Banks.com and paying $300,000 in cash for the merger.  Following the merger, Banks.com shareholders will own approximately 10% of Remark Media.

We couldn’t have asked for a better merger opportunity.  By bringing together Remark Media and Banks.com, we will be able to create a comprehensive digital media experience in personal finance. Whether it will be the latest financial news, most up-to-date rate information, or access to a community of financial and related professionals, our new portfolio will serve as a go-to destination for users seeking answers to their financial questions.

Remark Media and Banks.com are also quite complementary to each other as businesses.  By way of this merger, Banks.com will gain access to our experienced and proven team of content architects, web designers and digital developers that can greatly improve the user interface and deepen the user experience on their websites. Our team is already working on ways to maximize the sites for user acquisition and retention, and to create an advertiser-friendly environment that paves the way to valuable strategic partnerships.  It shouldn’t be overlooked that we expect to see significant cost savings through the elimination of what would otherwise be redundant public company expenses.

For  Remark Media, we gain access to marquee finance-related domain names, meaningful existing user traffic and professionals that have operated in the personal finance space for over 25 years; including but not limited to Dan O’Donnell, the CEO of Banks.com. Dan has been building and operating businesses in the content vertical throughout his career. He successfully built and managed Global Financial Services Incorporated, a financial professional services firm that was subsequently acquired by the NASDAQ-listed company iGate Corporation. He was also a co-founder of Walnut Ventures, now a part of Banks.com. All of us at Remark Media are looking forward to working with Dan and tapping into his wealth of industry expertise.

In addition to building our portfolio of owned and operated websites, this year we are also focused on expanding our B-to-B platform and content services business. Our designers, developers and content specialists have been developing and implementing web solutions for some of the world’s leading media and entertainment companies for several years, and we are looking forward to serving a wider client base. Our solutions center on helping clients generates incremental value by maximizing content utilization, enhancing customer experience and by driving online and offline actions. What will set us apart in the marketplace is our approach towards a seamless integration of social media, rich content and smart design that serves to captivate and engage consumers within a brand’s digital sphere. Our proprietary technologies and platforms serve to enable these innovative experiences.

To support these strategies, we are investing in technology, editorial staff, sales and marketing. And, to finance this investment, last week we raised $4.25 million through a private placement of the company’s Common Stock; arranged by the talented team at Janney Montgomery Scott. The Common Stock was priced at $4.50 per share. The investor group, which consisted primarily of large institutional investors, also received warrants to acquire shares of common stock at an exercise price of $6.81 per share, in the amount of 25% of the number of shares of common stock that the investors purchased. That’s 1 warrant for every 4 shares. In total, we issued 944,777 shares of common stock and warrants to acquire an additional 236,194 shares of common stock.

We expect the new capital will allow us to maintain and acquire resources needed to continuing build a strong company that is organized around content and social media innovation.

To wrap things up, it’s been an exciting start to 2012 for Remark Media.  We are focused on creating a portfolio of businesses, both through our development of new web properties as well as strategic acquisitions. And we are expanding our B-2-B content and platform services.  Between our imminent launch of DimeSpring, the pending merger with Banks.com, and the raising of over $4 million in new capital, we believe we have well positioned Remark Media for future success. By delivering high-quality products and services that fulfill the needs of consumers and advertisers, we can drive new revenue growth and improved fundamentals for our investors.

This concludes my update.  Let’s take any questions, please.

Operator:

[Operator Instructions]

Question & Answer Section:

<Q – Ken>:  My question is a two part question.  Number one, why did you sell the shares so cheap, is the first part, and the second one, essentially with the DimeSpring, are you trying to make a Sharecare type site for investors?

<A – Carrie Ferman - Remark Media, Inc.>:  To answer your second question first, yes, it’s basically the Sharecare of personal finance.  To answer your first question, the share price was determined based on a 30-45 day historic price for the stock, so while we’ve seen pick up in the stock at the end of January and beginning of February, the stock was trading down a bit in December so the average came out to the $4.50.  That’s how it was priced.

<Q – Josh>:  Hi, this is Josh. Congratulations on getting all of the different transactions done.  Is there any involvement still in Sharecare at this point, or is that consulting agreement ended at the start of 2012 and now you’re essentially just a stock holder in Sharecare?

<A – Carrie Ferman - Remark Media, Inc.>:  That’s correct.  We are an equity investor in Sharecare and all of our services contracts ended as of December 31, 2011.  So this frees up all of our resources as well as management focus to move forward on growth and developing our new owned and operated websites.

<Q – Josh>:  Ok.  And just wondering if you’ll follow the past practice of occasionally putting out news releases on how the Sharecare valuation is, given it is seemingly a huge percentage of the market cap right now?

<A – Carrie Ferman - Remark Media, Inc.>:  Yes, in the near future we will continue to do that, absolutely.

<Q – Josh>:  Great, thank you.

<Q – Alex Silverman>:  Hi, it’s Alex Silverman.

<A – Carrie Ferman - Remark Media, Inc.>:  Hello.

<Q – Alex Silverman>:  Can you give us a sense of what partners or how your partnering has gone for launching DimeSpring first, and second what your plans are for integrating DimeSpring with some of the sites you’re acquiring from Banks?

<A – Carrie Ferman - Remark Media, Inc.>:  Sure.  To answer the second one first, DimeSpring and how it will relate to the Banks.com assets, we’re still in the process of figuring out exactly how the products will work together, but DimeSpring will be primarily a socially focused website, so content will really be about the discussion that’s going on.  The products of Banks.com and IRS.com will be primarily content related websites, rate information and news.  So the interaction between the two will be that Banks.com content can show up and inform the conversation on DimeSpring.  As far as partnerships, we’ve developed several content partnerships for DimeSpring.  We do think that traditional content still is an important aspect.  Similar to Sharecare, we believe the discussion is both informed and enlightened by traditional professional content.  So there will be traditional content.  We’re  also working to create content internally that will appear on the site.

<Q – Alex Silverman>:  Are there any partnerships you can discuss at this point?

<A – Carrie Ferman - Remark Media, Inc.>:  Not at this point.

<Q – Jarrod Sherman>:  Hi, this is Jarrod Sherman.  I was wondering if you could elaborate as to what the plans are for BoWenWang and the Brazilian website.  Is there any hope for those at all?  It seems like Jeff Arnold was able to make a pretty good amount of money selling that to Discovery, and it seems like we’re kind of spinning our wheels with both those sites, and can you make any comments on that?

<A – Carrie Ferman - Remark Media, Inc.>:  Yeah.  I think that China and Brazil represents a huge long term opportunity for Remark Media, but I don’t believe that the advertising markets in either of those countries are well developed.  Most media companies are challenged right now with how to derive revenue, particularly in China, so that kind of goes to this new strategy of ours, which is to focus on the United States, which is a well-developed advertising Internet market, and maintain our sites in both Brazil and China until the point at which we believe the advertising markets are coming together, and at that point we will reinvest in both of those assets.

<A – Bradley Zimmer – Remark Media, Inc.>:  Hi, this is Bradley Zimmer, also with Remark Media.  To follow up on that and emphasize, we’re incredibly proud of the progress that we’ve had with our sites, BoWenWang and ComoTudoFunciona.  We view that we have tremendous asset value in the businesses and in the licenses that we hold.  As you probably are aware, we have the exclusive digital publishing rights for HowStuffWorks, which is, as the Wall Street Journal reported, one of the top 100 websites on the Internet, and certain one of the flagships for Discovery’s digital media brands.  And we have those in perpetuity for the Chinese and Brazil markets.  We also hold certain exclusive digital content rights from World Book, and just to follow up on what Carrie said, we see significant long term value opportunities.  We’re very pleased to have an early foothold in what will certainly be two of the world’s largest digital economies going forward.  And, as Carrie noted, for us we view those as longer term strategies as those markets develop.

[Operator Instructions]

Carrie Ferman:

Just wanted to thank you all for joining us today.  As we mentioned in the beginning of the call, this will be the first of many more conference calls that we’ll be having with the investment community as we begin our new growth strategy for our company.  So we look forward to getting together again post Q1.

[Operator Instructions]