-----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, QFCT1MZFJCIW2j7HYAGft1UykH7gWMvEOWX4Bx4aQwfk8Ofy5Nk8hycbwKSPhcIb TwnsJ0OU31+iVQ6heok5uw== 0000014280-99-000023.txt : 19990624 0000014280-99-000023.hdr.sgml : 19990624 ACCESSION NUMBER: 0000014280-99-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990524 ITEM INFORMATION: FILED AS OF DATE: 19990524 DATE AS OF CHANGE: 19990528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARKETING SERVICES GROUP INC CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: 7389 IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01768 FILM NUMBER: 99633787 BUSINESS ADDRESS: STREET 1: 333 SEVENTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2125947688 MAIL ADDRESS: STREET 1: 333 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: ALL-COMM MEDIA CORP DATE OF NAME CHANGE: 19950823 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS TECH INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL HOLDINGS INC DATE OF NAME CHANGE: 19920518 8-K 1 8-K 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: May 24, 1999 MARKETING SERVICES GROUP, INC. ------------------------------ (Exact name of Registrant as specified in charter) Nevada 0-16730 88-0085608 ------ ------- ---------- (State or other (Commission (I.R.S. Employer jurisdiction of File No.) Identification No.) incorporation) 333 Seventh Avenue New York, New York 10001 ------------------------ (Address of Principal Executive Offices) 212/594-7688 ------------ (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets - - - - - --------------------------------------------- On May 13, 1999, Marketing Services Group, Inc. ("MSGI") completed an acquisition agreement with CMGI, Inc. (the "Seller") to acquire all of the outstanding capital stock (the "Shares") of its wholly-owned subsidiary, CMG Direct Corporation, including its business unit known as PermissionPlus. In consideration of the purchase of the Shares and other transactions in the Agreement, the Seller received the aggregate sum of $14,000,000 in cash subject to certain purchase price adjustments and $12,000,000 in stock for an aggregate of 2,321,084 restricted shares of common stock of MSGI, par value $.01 per share at an agreed upon price of $5.17 per share. The price per share was calculated based on an average closing price for 45 days prior to and including March 9, 1999, the date the Agreement was entered into. CMG Direct provides database services to the direct marketing and internet industries. PermissionPlus, a Web application, enables companies to automate Web site customer acquisition and increase customer lifetime value. It combines the power of market research, database management, e-mail service bureau, campaign management tool, Web site navigation system and a real-time response tracking and analysis system into one integrated internet application. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - - - - - -------------------------------------------------------------------------- (a) Financial statements of businesses acquired * (b) Pro forma financial information * (c) Exhibits included herein: 20.2 Press Release dated May 14, 1999 (d) Items previously filed March 24, 1999: 2.1 Stock purchase agreement between Marketing Services Group, Inc. and CMGI, Inc. 20.1 Press Release dated March 10, 1999 * It is impracticable for MSGI to provide the required financial statements and pro forma financial information as of the date hereof. MSGI will file the required financial statements and pro forma financial information no later than 60 days after the date hereof. 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. MARKETING SERVICES GROUP, INC. Date: May 24, 1999 By: /s/ Cindy H. Hill ------------ -------------------------- Title: Chief Financial Officer EX-20 2 PRESS RELEASE Exhibit 20.2 Contact: Jamie Shaber Marketing Service Group, Inc. 212-594-7688 Morgen-Walke Associates Andrea Kaimowitz/ Cheryl Olson Press: Eileen King 212-850-5600 For Immediate Release MSGI COMPLETES CMG Direct ACQUISITION Short-Term Financing To Be Provided By GE Equity New York - May 13, 1999 - Marketing Services Group, Inc. (Nasdaq: MSGI), an integrated marketing and Internet services industry leader, today announced it has successfully completed the acquisition of CMG Direct Corporation, the original CMGI direct marketing business. In conjunction with the acquisition, CMGI will become a significant minority shareholder, representing over 10 percent of the outstanding shares of MSGI, post transaction. Current investor, GE Equity, has agreed in principal to provide $10 million of short-term debt financing to support the acquisition. MSGI plans to expand its Internet marketing services by leveraging CMG Direct's traditional database marketing unit, as well as their latest Internet incubation, PermissionPlusTM, an automated Internet Marketing solution. PermissionPlusTM enables companies to automate the Web site customer acquisition function and to increase the lifetime value of its customers. "The CMG Direct acquisition represents the first of our new corporate initiatives to pursue strategic opportunities in the Internet," commented Jeremy Barbera, Chairman and CEO of Marketing Services Group, Inc. "This acquisition has reshaped MSGI as a premier player in the Internet space and supports our strategy of investing, acquiring and incubating online businesses." "GE Equity has been extraordinarily supportive of the CMG transaction, as well as our expanded Internet strategy. They looked at MSGI's financing opportunities for closing this transaction and gained approval to provide us with the financing for $10 million. We are very excited to have the backing and support of GE Equity as we expand our enterprise with CMGI as our latest strategic partner" added Jeremy Barbera. David Wetherell, Chairman and Chief Executive Officer of CMGI, stated, " I look forward to working with MSGI to assist them in building upon their business model. I'm confident that, under the direction of Ed Mullen as their President, MSGI is well positioned to move forward with a solid Internet marketing strategy. We look forward to their success." About MSGI Marketing Services Group, Inc. is a leader in the Internet and marketing services industries. MSGI's revenues have grown from $16 million in fiscal 1996 to in excess of $100 million on an annualized basis. GE Equity is the owner of a 22 percent stockholder position in MSGI. MSGI is organized into two business divisions: the Internet Group and the Marketing Services Group. The Internet Group's mission is to acquire, invest in and incubate Internet companies. Its preliminary focus will be on PermissionPlusTM and will expand into other strategic areas. The MSGI Internet Group provides Internet marketing, e-commerce applications, Web development and hosting, online ad sales and consulting. Its Marketing Services Group provides strategic planning, direct marketing and database marketing, telemarketing and telefundraising, media planning and buying and fulfillment. Through this business segment, MSGI will continue to grow by leveraging the synergies it has across all its companies in marketing, technology, and capabilities. Thousands of clients worldwide are provided services by MSGI with offices throughout the United States and in London. Corporate headquarters are located at 333 Seventh Ave., New York, NY 10001. Telephone: 212-594-7688. Additional information is available on the Company's Website: http://www.msginet.com. About CMGI A recognized leader in the Internet economy, CMGI (Nasdaq: CMGI) has built a substantial base of Internet operating companies and, through its @Ventures affiliate, has invested in a growing series of synergistic Internet enterprises which enhance the value of its core holdings. This unique method of generating equity for its shareholders is what CMGI calls "creating net value." Microsoft, Intel and Sumitomo hold minority positions in CMGI. CMGI's majority-owned subsidiaries include Activerse, Adsmart, Engage, ICast, Magnitude Network, NaviSite, NaviNet, Planet Direct and ZineZone. The Company's @Ventures affiliates have ownership interests in Lycos, Inc. (Nasdaq: LCOS), GeoCities (Nasdaq: GCTY), Critical Path (Nasdaq: CPTH), Silknet (Nasdaq: SILK), Ancestry.com, Asimba, blaxxun, CarParts.com, Chemdex, eCircles.com, Furniture.com, HotLinks, KOZ.com, Medical Village, MotherNature.com, NextMonet.com, OneCore Financial Network, Raging Bull, Softway Systems, Speech Machines, ThingWorld.com, TicketsLive, Universal Learning Technology, Vicinity, Virtual Ink and Visto. CMGI is also the majority-owner of SalesLink, InSolutions and On-Demand Solutions, leaders in the direct marketing, fulfillment and turnkey arenas. CMGI Corporate headquarters is located at 100 Brickstone Square, Andover, MA 01810. Telephone: 978-684-3600. Fax: 978-684-3814. Additional information is available on the company's Web site http://www.cmgi.com. About GE Equity GE Equity, a subsidiary of GE Capital, is the private equity arm of GE, and has over 20 diversified investments in Internet and e-commerce companies. These include: iXL, CFN, Realtor.com, ValueVision International, StarMedia, Launch Media and others. GE Capital, with assets of more than US$300 billion, is a global, diversified financial services company with 28 specialized businesses. A wholly-owned subsidiary of General Electric Company, GE Capital, based in Stamford, CT, provides equipment management, mid-market and specialized financing, specialty insurance and a variety of consumer services, such as car leasing, home mortgages and credit cards, to businesses and individuals around the world. GE is a diversified manufacturing, technology and services company with operations worldwide. Matters discussed in this release include forward-looking statements that involve risks and uncertainties, and actual results may be materially different. Factors that could cause actual results to differ are stated in the company's reports to the Securities and Exchange Commission including its 10-Q for the period ended December 31, 1998 and the annual report on Form 10-KSB for the year ended June 30, 1998. -----END PRIVACY-ENHANCED MESSAGE-----