content: --------------------------------------------------------------------------------
                                    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
  
  
             FEBRUARY 11, 2000                              0-29768
  --------------------------------------   ---------------------------------------
  Date of Report (Date of earliest event             Commission File Number
            reported)
  
                                  24/7 MEDIA, INC.
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                      13-3995672
  --------------------------------------   ---------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification Number)
   incorporation or organization)
  
  
  
                                   1250 Broadway
                              New York, New York 10001
  --------------------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                                   (212)231-7100
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  
  
  --------------------------------------------------------------------------------
  
  
  <PAGE>
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
         On  February  15,  2000,  24/7  Media,  Inc.  (the "24/7  Media" or "we")
         announced  the  acquisition  of  AwardTrack,   Inc.   ("AwardTrack"),   a
         privately-held  California  Corporation  for  approximately  $70 million.
         AwardTrack   offers  a  private  label  loyalty   customer   relationship
         management  program that enables Web retailers and content sites to issue
         points to Web users as a reward for making purchases,  completing surveys
         or investigating promotions. On February 11, 2000, we acquired all of the
         issued and outstanding  shares of capital stock of AwardTrack in a merger
         transaction  whereby a subsidiary  of 24/7 Media was merged with and into
         AwardTrack.  24/7 Media also assumed all of the outstanding stock options
         of AwardTrack under our stock incentive plan.
  
         Pursuant to the  Agreement  and Plan of Merger dated  February 2, 2000 by
         and among 24/7 Media, Inc., 24/7 Awards Holding Corp., AwardTrack,  Inc.,
         MemberWorks  Incorporated,  Brian  Anderson,  National  Discount  Brokers
         Group, Inc., Jeffrey Newhouse,  John Watson, Gregory Hassett, Randy Moore
         and Jack Daley:  (i) in exchange  for all of the  outstanding  common and
         preferred shares of AwardTrack,  24/7 Media exchanged  approximately  1.1
         million  shares of its common stock,  par value $.01 per share (the "24/7
         Common Stock"),  and (ii) 24/7 Media assumed all of the outstanding stock
         options of AwardTrack and reserved  approximately 89,000 shares of common
         stock to cover the exercise thereof.  In connection with the merger, 24/7
         Media also incurred  transaction  costs of  approximately  $800,000.  The
         merger will be accounted for as a purchase business combination.
  
         The  consideration  payable by 24/7 Media was  determined  as a result of
         negotiation  by and  between  24/7  Media and  AwardTrack.  The number of
         shares of 24/7 Media  Common  Stock  issued to the holders of  AwardTrack
         common stock was determined based on an exchange rate of 0.0413315 shares
         of 24/7  Common  Stock for each share of  AwardTrack  common  stock.  The
         number of shares of 24/7  Media  Common  Stock  issued to the  holders of
         AwardTrack  preferred  stock was determined  based on an exchange rate of
         0.4695633 shares of 24/7 Common Stock for each share of AwardTrack common
         stock.  The  number of options  of 24/7  Media  issued to the  holders of
         AwardTrack  stock  options was  determined  based on an exchange  rate of
         0.0413315 24/7 stock options for each stock option of AwardTrack. The net
         assets of  AwardTrack  acquired  by 24/7  Media as a result of the merger
         transaction consisted of equipment and other operating assets and certain
         intangibles.  These assets are used in  connection  with the operation of
         AwardTrack's  incentive loyalty program  services.  24/7 Media intends to
         operate the business and use the assets as  previously  operated and used
         by AwardTrack,  provided that changing  business  conditions or strategic
         plans may lead to changes in AwardTrack's operations in the future.
  
         The Agreement and Plan of Merger dated February 2, 2000 by and among 24/7
         Media,  Inc., 24/7 Awards Holding Corp.,  AwardTrack,  Inc.,  MemberWorks
         Incorporated,  Brian Anderson,  National  Discount  Brokers Group,  Inc.,
         Jeffrey  Newhouse,  John Watson,  Gregory  Hassett,  Randy Moore and Jack
         Daley is filed  herewith  as Exhibit  2.1 and is  incorporated  herein by
         reference.
  
         The press  release,  dated February 15, 2000 is filed herewith as Exhibit
         99.1 and is incorporated herein by reference.
  
  
                                         2
  <PAGE>
  
  ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
  
          (a) The audited  financial  statements of AwardTrack,  Inc.  required by
  this Form 8-K will be filed by amendment not later than April 27, 2000.
  
          (b) The pro forma  unaudited  financial  statements of AwardTrack,  Inc.
  required  by this Form 8-K will be filed by  amendment  not later than April 27,
  2000.
  
          (c)    EXHIBITS.
  
                 2.1    Agreement  and Plan of  Merger,  dated  February  2, 2000,
                        between  24/7  Media,  Inc.,  24/7 Awards  Holding  Corp.,
                        AwardTrack,   Inc.,   MemberWorks   Incorporated,    Brian
                        Anderson,  National Discount Brokers Group,  Inc., Jeffrey
                        Newhouse,  John Watson,  Gregory Hassett,  Randy Moore and
                        Jack Daley
  
                 99.1   Press   Release   dated   February   15,  2000   regarding
                        AwardTrack, Inc.
  
  
                                         3
  
  
  <PAGE>
  
                                     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.
  
  
                                  24/7 MEDIA, INC.
  
  
  
  Date: February 25, 2000         By: /s/ MARK E. MORAN
                                  ------------------------------
                                 	Name:  Mark E. Moran
                                 	Title: Senior Vice President and General Counsel
  
  
                                         4
  
  
  <PAGE>
  
                                    EXHIBIT INDEX
                                    -------------
  
  EXHIBIT NUMBER        DESCRIPTION
  
                 2.1    Agreement  and Plan of  Merger,  dated  February  2, 2000,
                        between  24/7  Media,  Inc.,  24/7 Awards  Holding  Corp.,
                        AwardTrack,   Inc.,   MemberWorks   Incorporated,    Brian
                        Anderson,  National Discount Brokers Group,  Inc., Jeffrey
                        Newhouse,  John Watson,  Gregory Hassett,  Randy Moore and
                        Jack Daley
  
                 99.1   Press   Release   dated   February   15,  2000   regarding
                        AwardTrack, Inc.
  
  
                                         5
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text: --------------------------------------------------------------------------------
                                    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
  
             FEBRUARY 11, 2000                              0-29768
  --------------------------------------   ---------------------------------------
  Date of Report (Date of earliest event             Commission File Number
            reported)
  
                                  24/7 MEDIA, INC.
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                      13-3995672
  --------------------------------------   ---------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification Number)
   incorporation or organization)
  
                                   1250 Broadway
                              New York, New York 10001
  --------------------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (212)231-7100
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  --------------------------------------------------------------------------------
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
         On  February  15,  2000,  24/7  Media,  Inc.  (the "24/7  Media" or "we")
         announced  the  acquisition  of  AwardTrack,   Inc.   ("AwardTrack"),   a
         privately-held  California  Corporation  for  approximately  $70 million.
         AwardTrack   offers  a  private  label  loyalty   customer   relationship
         management  program that enables Web retailers and content sites to issue
         points to Web users as a reward for making purchases,  completing surveys
         or investigating promotions. On February 11, 2000, we acquired all of the
         issued and outstanding  shares of capital stock of AwardTrack in a merger
         transaction  whereby a subsidiary  of 24/7 Media was merged with and into
         AwardTrack.  24/7 Media also assumed all of the outstanding stock options
         of AwardTrack under our stock incentive plan.
  
         Pursuant to the  Agreement  and Plan of Merger dated  February 2, 2000 by
         and among 24/7 Media, Inc., 24/7 Awards Holding Corp., AwardTrack,  Inc.,
         MemberWorks  Incorporated,  Brian  Anderson,  National  Discount  Brokers
         Group, Inc., Jeffrey Newhouse,  John Watson, Gregory Hassett, Randy Moore
         and Jack Daley:  (i) in exchange  for all of the  outstanding  common and
         preferred shares of AwardTrack,  24/7 Media exchanged  approximately  1.1
         million  shares of its common stock,  par value $.01 per share (the "24/7
         Common Stock"),  and (ii) 24/7 Media assumed all of the outstanding stock
         options of AwardTrack and reserved  approximately 89,000 shares of common
         stock to cover the exercise thereof.  In connection with the merger, 24/7
         Media also incurred  transaction  costs of  approximately  $800,000.  The
         merger will be accounted for as a purchase business combination.
  
         The  consideration  payable by 24/7 Media was  determined  as a result of
         negotiation  by and  between  24/7  Media and  AwardTrack.  The number of
         shares of 24/7 Media  Common  Stock  issued to the holders of  AwardTrack
         common stock was determined based on an exchange rate of 0.0413315 shares
         of 24/7  Common  Stock for each share of  AwardTrack  common  stock.  The
         number of shares of 24/7  Media  Common  Stock  issued to the  holders of
         AwardTrack  preferred  stock was determined  based on an exchange rate of
         0.4695633 shares of 24/7 Common Stock for each share of AwardTrack common
         stock.  The  number of options  of 24/7  Media  issued to the  holders of
         AwardTrack  stock  options was  determined  based on an exchange  rate of
         0.0413315 24/7 stock options for each stock option of AwardTrack. The net
         assets of  AwardTrack  acquired  by 24/7  Media as a result of the merger
         transaction consisted of equipment and other operating assets and certain
         intangibles.  These assets are used in  connection  with the operation of
         AwardTrack's  incentive loyalty program  services.  24/7 Media intends to
         operate the business and use the assets as  previously  operated and used
         by AwardTrack,  provided that changing  business  conditions or strategic
         plans may lead to changes in AwardTrack's operations in the future.
  
         The Agreement and Plan of Merger dated February 2, 2000 by and among 24/7
         Media,  Inc., 24/7 Awards Holding Corp.,  AwardTrack,  Inc.,  MemberWorks
         Incorporated,  Brian Anderson,  National  Discount  Brokers Group,  Inc.,
         Jeffrey  Newhouse,  John Watson,  Gregory  Hassett,  Randy Moore and Jack
         Daley is filed  herewith  as Exhibit  2.1 and is  incorporated  herein by
         reference.
  
         The press  release,  dated February 15, 2000 is filed herewith as Exhibit
         99.1 and is incorporated herein by reference.
  
                                         2
  ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
  
          (a) The audited  financial  statements of AwardTrack,  Inc.  required by
  this Form 8-K will be filed by amendment not later than April 27, 2000.
  
          (b) The pro forma  unaudited  financial  statements of AwardTrack,  Inc.
  required  by this Form 8-K will be filed by  amendment  not later than April 27,
  2000.
  
          (c)    EXHIBITS.
  
                 2.1    Agreement  and Plan of  Merger,  dated  February  2, 2000,
                        between  24/7  Media,  Inc.,  24/7 Awards  Holding  Corp.,
                        AwardTrack,   Inc.,   MemberWorks   Incorporated,    Brian
                        Anderson,  National Discount Brokers Group,  Inc., Jeffrey
                        Newhouse,  John Watson,  Gregory Hassett,  Randy Moore and
                        Jack Daley
  
                 99.1   Press   Release   dated   February   15,  2000   regarding
                        AwardTrack, Inc.
  
                                         3
  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.
  
                                  24/7 MEDIA, INC.
  
  Date: February 25, 2000         By: /s/ MARK E. MORAN
                                  ------------------------------
                                 	Name:  Mark E. Moran
                                 	Title: Senior Vice President and General Counsel
  
                                         4
  EXHIBIT INDEX
                                    -------------
  
  EXHIBIT NUMBER        DESCRIPTION
  
                 2.1    Agreement  and Plan of  Merger,  dated  February  2, 2000,
                        between  24/7  Media,  Inc.,  24/7 Awards  Holding  Corp.,
                        AwardTrack,   Inc.,   MemberWorks   Incorporated,    Brian
                        Anderson,  National Discount Brokers Group,  Inc., Jeffrey
                        Newhouse,  John Watson,  Gregory Hassett,  Randy Moore and
                        Jack Daley
  
                 99.1   Press   Release   dated   February   15,  2000   regarding
                        AwardTrack, Inc.
  
                                         5