-----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, Em/glzEfSHh1DZ7KYciyHPWfy0MgeGrslENsNMCKkpnzSG5Otdq8D0FyXFaK2Q68 JWZrJPHrncEdrP98hPBNBw== 0000921895-98-000106.txt : 19980218 0000921895-98-000106.hdr.sgml : 19980218 ACCESSION NUMBER: 0000921895-98-000106 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980206 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980213 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERACTIVE INC /DE/ CENTRAL INDEX KEY: 0000929648 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 223272662 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13360 FILM NUMBER: 98539947 BUSINESS ADDRESS: STREET 1: 110 W 40TH ST STE 2100 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2023331063 MAIL ADDRESS: STREET 1: 110 W 40TH ST STE 210 CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 FORM 8-K 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): February 6, 1998 Enteractive, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-13360 22-3272662 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 110 West 40th Street, Suite 2100, New York, New York 10018 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (212) 221-6559 N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. On February 6, 1998, Enteractive, Inc. (the "Company") completed an exchange offer (the "Exchange Offer") to exchange 2.8 common stock purchase warrants expiring December 13, 2001 (the "Warrants") into one share of its common stock, $.01 par value per share. The Company issued a press release relating to the Exchange Offer which is attached hereto as an exhibit. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press release relating to Exchange Offer. -2- 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. ENTERACTIVE, INC. Dated: February 12, 1998 By: /s/ Kenneth Gruber ---------------------------------- Name: Kenneth Gruber Title: Chief Financial Officer and Secretary -3- EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 RELEASE Contact: Kenneth Gruber FEBRUARY 12, 1998 (212) 768-7100 FOR IMMEDIATE RELEASE: Enteractive, Inc. - New York, New York. On February 6, 1998, Enteractive, Inc. (the "Company") completed an exchange offer (the "Exchange Offer") to exchange 2.8 common stock purchase warrants expiring December 13, 2001 (the "Warrants") into one share of its common stock, $.01 par value per share. As a result of the Exchange Offer, 3,912,500 Warrants were exchanged for 1,397,321 newly-issued shares of Common Stock. The balance of 287,500 Warrants remain outstanding. The holders of Warrants who participated in the Exchange Offer also agreed to delay the date when the Class A Convertible Preferred Stock ("Preferred Stock") held by them can first be converted into Common Stock of the Company from any time after April 30, 1998 until any time after June 30, 1999. In addition the redemption feature of the Preferred Stock has been modified so that (a) one-third of the net proceeds from any public offering consummated by the Company prior to January 1, 2000 will be used to redeem the outstanding Preferred Stock and (b) if the closing price of the Company's Common Stock is at least $6.00 for 10 trading days in any 30 day period, the Company will use its best efforts to complete an underwritten offering of its Common Stock. -4- -----END PRIVACY-ENHANCED MESSAGE-----