content: <PAGE>
  
                       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 3, 2000
  
                                Netcentives Inc.
             (Exact name of Registrant as specified in its charter)
  
  
             Delaware                    0-27253               93-1213291
         (State or other          (Commission File Number)       (I.R.S.
    jurisdiction of Employer                               Identification No.)
  incorporation or organization)
  
                               475 Brannan Street
                            San Francisco, CA  94107
               (Address of principal executive offices) (Zip code)
  
  
                                 (415) 538-1888
              (Registrant's telephone number, including area code)
  
               690 Fifth Street, San Francisco, California  94107
          (Former name or former address, if changed since last report)
  
                                         1
  <PAGE>
  
  Item 2.   Acquisition or Disposition of Assets
  
            On March 3, 2000, Netcentives Inc., a Delaware corporation (the
  "Company"), acquired UVN Holdings, Inc., an Arizona corporation ("UVN"), by the
  --------                                                          ---
  merger (the "Merger") of Brown Dog Acquisition Corporation, a Delaware
               ------
  corporation and wholly-owned subsidiary of the Company with and into UVN.  The
  Merger was accomplished pursuant to the Agreement and Plan of Merger, dated
  March 3, 2000, among the Company, UVN and Brown Dog Acquisition Corporation (the
  "Merger Agreement") and related documents.  All of the shareholders of UVN had
   ----------------
  approved the Merger Agreement.  As a result of the Merger, the Company became
  the owner of 100% of the issued and outstanding shares of UVN common stock and
  each outstanding share of UVN Common Stock was converted into 28.8575 shares of
  the Company's Common Stock.
  
            A total of 277,032 shares of the Company's Common Stock were issued to
  former UVN shareholders in exchange for the acquisition by the Company of all
  outstanding UVN capital stock.  In addition, as part of the transaction, the
  Company issued 58,500 shares of its Common Stock to SHC Direct, LLC to purchase
  its limited liability company interest in Universal Value Network, LLC and
  36,000 shares of its Common Stock to extinguish certain indebtedness of UVN.
  All of the shares issued under the Merger Agreement were restricted securities
  exempt from registration under the Securities Act of 1933.
  
            The Merger Agreement also provides that the Company will pay to the
  former UVN shareholders an additional 48,888 shares of Common Stock in the
  aggregate if certain revenue targets are achieved for the fiscal years ended
  December 31, 2000 and December 31, 2001.
  
            The number of shares of the Company's Common Stock issued to the
  shareholders of UVN was determined pursuant to a formula set forth in the Merger
  Agreement.  The formula was agreed upon in arms' length negotiations and took
  account of various factors concerning the relative valuations of the Company and
  UVN.  For purposes of determining the number of shares of Common Stock issuable
  under the Merger Agreement, each share of Common Stock of the Company was valued
  at $52.00.
  
            Under the terms of the Merger Agreement and a related Escrow
  Agreement, a total of approximately 41,555 shares of the Company's Common Stock
  will be held in escrow for the purpose of indemnifying the Company and certain
  affiliates against certain liabilities of UVN.  Such escrow will expire on March
  3, 2001.
  
            The Acquisition will be accounted for as a purchase transaction.
  
            UVN, a co-developer of the Momentum program and creator of the
  Momentum technology-based support system, is a relationship management company
  based in Tempe, Arizona.  UVN develops programs for a variety of consumer and
  merchant environments. UVN manages the data processing of all Momentum
  transactions.  The Company intends to integrate UVN into the Company to continue
  the development and operation of UVN's merchant loyalty programs.  The Company
  will also integrate UVN's proprietary front-end platform into its existing
  technology and product offerings for merchants, portals and financial
  institutions.   This
  
                                         2
  <PAGE>
  
  acquisition is in keeping with the Company's stated strategy to expand its
  SecureRewards(TM) Architecture through acquisition and development.
  
  
  Item 7.  Financial Statements and Exhibits
  
           (a) Financial Statements of Business Acquired.
               -----------------------------------------
  
               It is currently impracticable for the Company to provide the
  required financial statements. In accordance with Item 7(a)(4) of the
  Instructions to Form 8-K, the Company will file such financial statements as
  soon as they are available, and in no event later than May 19, 2000.
  
           (b) Pro Forma Financial Information.
               -------------------------------
  
               It is currently impracticable for the Company to provide the
  required financial statements. In accordance with Items 7(a)(4) and 7(b)(2) of
  the Instructions to Form 8-K, the Company will file such financial statements
  as soon as they are available, and in no event later than May 19, 2000.
  
           (c) Exhibits.
               --------
  
               2.1  Agreement and Plan of Merger dated March 3, 2000, among the
                    Company, Brown Dog Acquisition Corporation and UVN.
  
                                         3
  <PAGE>
  
                                   SIGNATURES
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned thereunto duly authorized.
  
  
  
                                NETCENTIVES INC.
                                (Registrant)
  
  
  
  Date:  March 20, 2000         By:   /s/ John F. Longinotti
                                      ----------------------
                                      John F. Longinotti
                                      Executive Vice President, Operations, and
                                      Chief Financial Officer
  
  
                                         4
  <PAGE>
  
                                INDEX TO EXHIBITS
  
  
                                                          Sequentially
  Exhibit                                                   Numbered
  Number    Description                                       Page
  ------    -----------                                  --------------
  2.1       Agreement and Plan of Merger dated
            March 3, 2000 among the Company,
            Brown Dog Acquisition Corporation and UVN.
  
                                         5
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text: 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 3, 2000
  
                                Netcentives Inc.
             (Exact name of Registrant as specified in its charter)
  
             Delaware                    0-27253               93-1213291
         (State or other          (Commission File Number)       (I.R.S.
    jurisdiction of Employer                               Identification No.)
  incorporation or organization)
  
                               475 Brannan Street
                            San Francisco, CA  94107
               (Address of principal executive offices) (Zip code)
  
                                 (415) 538-1888
              (Registrant's telephone number, including area code)
  
               690 Fifth Street, San Francisco, California  94107
          (Former name or former address, if changed since last report)
  
                                         1
  Item 2.   Acquisition or Disposition of Assets
  
            On March 3, 2000, Netcentives Inc., a Delaware corporation (the
  "Company"), acquired UVN Holdings, Inc., an Arizona corporation ("UVN"), by the
  --------                                                          ---
  merger (the "Merger") of Brown Dog Acquisition Corporation, a Delaware
               ------
  corporation and wholly-owned subsidiary of the Company with and into UVN.  The
  Merger was accomplished pursuant to the Agreement and Plan of Merger, dated
  March 3, 2000, among the Company, UVN and Brown Dog Acquisition Corporation (the
  "Merger Agreement") and related documents.  All of the shareholders of UVN had
   ----------------
  approved the Merger Agreement.  As a result of the Merger, the Company became
  the owner of 100% of the issued and outstanding shares of UVN common stock and
  each outstanding share of UVN Common Stock was converted into 28.8575 shares of
  the Company's Common Stock.
  
            A total of 277,032 shares of the Company's Common Stock were issued to
  former UVN shareholders in exchange for the acquisition by the Company of all
  outstanding UVN capital stock.  In addition, as part of the transaction, the
  Company issued 58,500 shares of its Common Stock to SHC Direct, LLC to purchase
  its limited liability company interest in Universal Value Network, LLC and
  36,000 shares of its Common Stock to extinguish certain indebtedness of UVN.
  All of the shares issued under the Merger Agreement were restricted securities
  exempt from registration under the Securities Act of 1933.
  
            The Merger Agreement also provides that the Company will pay to the
  former UVN shareholders an additional 48,888 shares of Common Stock in the
  aggregate if certain revenue targets are achieved for the fiscal years ended
  December 31, 2000 and December 31, 2001.
  
            The number of shares of the Company's Common Stock issued to the
  shareholders of UVN was determined pursuant to a formula set forth in the Merger
  Agreement.  The formula was agreed upon in arms' length negotiations and took
  account of various factors concerning the relative valuations of the Company and
  UVN.  For purposes of determining the number of shares of Common Stock issuable
  under the Merger Agreement, each share of Common Stock of the Company was valued
  at $52.00.
  
            Under the terms of the Merger Agreement and a related Escrow
  Agreement, a total of approximately 41,555 shares of the Company's Common Stock
  will be held in escrow for the purpose of indemnifying the Company and certain
  affiliates against certain liabilities of UVN.  Such escrow will expire on March
  3, 2001.
  
            The Acquisition will be accounted for as a purchase transaction.
  
            UVN, a co-developer of the Momentum program and creator of the
  Momentum technology-based support system, is a relationship management company
  based in Tempe, Arizona.  UVN develops programs for a variety of consumer and
  merchant environments. UVN manages the data processing of all Momentum
  transactions.  The Company intends to integrate UVN into the Company to continue
  the development and operation of UVN's merchant loyalty programs.  The Company
  will also integrate UVN's proprietary front-end platform into its existing
  technology and product offerings for merchants, portals and financial
  institutions.   This
  
                                         2
  acquisition is in keeping with the Company's stated strategy to expand its
  SecureRewards(TM) Architecture through acquisition and development.
  
  Item 7.  Financial Statements and Exhibits
  
           (a) Financial Statements of Business Acquired.
               -----------------------------------------
  
               It is currently impracticable for the Company to provide the
  required financial statements. In accordance with Item 7(a)(4) of the
  Instructions to Form 8-K, the Company will file such financial statements as
  soon as they are available, and in no event later than May 19, 2000.
  
           (b) Pro Forma Financial Information.
               -------------------------------
  
               It is currently impracticable for the Company to provide the
  required financial statements. In accordance with Items 7(a)(4) and 7(b)(2) of
  the Instructions to Form 8-K, the Company will file such financial statements
  as soon as they are available, and in no event later than May 19, 2000.
  
           (c) Exhibits.
               --------
  
               2.1  Agreement and Plan of Merger dated March 3, 2000, among the
                    Company, Brown Dog Acquisition Corporation and UVN.
  
                                         3
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned thereunto duly authorized.
  
                                NETCENTIVES INC.
                                (Registrant)
  
  Date:  March 20, 2000         By:   /s/ John F. Longinotti
                                      ----------------------
                                      John F. Longinotti
                                      Executive Vice President, Operations, and
                                      Chief Financial Officer
  
                                         4
  INDEX TO EXHIBITS
  
                                                          Sequentially
  Exhibit                                                   Numbered
  Number    Description                                       Page
  ------    -----------                                  --------------
  2.1       Agreement and Plan of Merger dated
            March 3, 2000 among the Company,
            Brown Dog Acquisition Corporation and UVN.
  
                                         5