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)
                                   July 21, 2000
  
                                  MEDIAPLEX, INC.
              (Exact Name of Registrant as Specified in its Charter)
  
  DELAWARE                             000-27601                    94-3295822
  (State of Incorporation)      (Commission File Number)        (I.R.S. Employer
                                                               Identification No.)
  
                           177 STEUART STREET, SUITE 200
                         SAN FRANCISCO, CALIFORNIA  94105
           (Address, including zip code, of principal executive offices)
  
                Registrant's telephone number, including area code:
                                  (415) 808-1900
  
  
                                        N/A
  
          (Former name or former address, if changed since last report.)
  
  
  
  
  
  ================================================================================
  <PAGE>
  
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS
  
       Mediaplex, Inc. a Delaware corporation ("Registrant"), entered into a Share
  Acquisition Agreement, dated as of June 30, 2000 (the "Acquisition Agreement"),
  with The Interpublic Group of Companies, Inc., a Delaware corporation ("IPG"),
  McCann-Erickson USA, Inc., a Delaware corporation and wholly-owned subsidiary of
  IPG ("McCann") and AdWare Systems, Inc., a Kentucky corporation and wholly-owned
  subsidiary of McCann ("AdWare"), pursuant to which, on July 21, 2000 (the
  "Effective Date"), Registrant acquired all of the outstanding capital stock of
  AdWare (the "Acquisition").  As a result of the Acquisition, AdWare became a
  wholly-owned subsidiary of Registrant on the Effective Date.
  
       Pursuant to the Acquisition Agreement and on the Effective Date, Registrant
  paid $4,000,000 in cash and issued 1,211,921 shares of unregistered common stock
  (the "Stock Consideration"), to McCann.  Registrant funded the cash portion of
  the consideration from its working capital.  The Stock Consideration may be
  adjusted post-closing based on AdWare's actual revenues for the fiscal year
  ending December 31, 2000 as described in the Acquisition Agreement.  In
  connection with the Acquisition Agreement, AdWare and McCann have entered into a
  five-year services agreement wherein AdWare has granted a software license and
  committed to provide related services to McCann.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
           (a)  Financial Statements of AdWare
  
           The Registrant will provide the financial statements required by
  paragraph (a) of Item 7 of Form 8-K promulgated by the Securities and Exchange
  Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"), within 60 days of the date that this initial
  report on Form 8-K must be filed with the Commission.
  
           (b)  Pro Forma Financial Information
  
           The Registrant will provide the financial information required by
  paragraph (b) of Item 7 of Form 8-K promulgated by the Commission pursuant to
  the Exchange Act within 60 days of the date that this initial report on Form 8-K
  must be filed with the Commission
  
           (c)  Exhibits
  
                2.1  Share Acquisition Agreement, dated as of June 30, 2000.
  <PAGE>
  
       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.
  
                                      MEDIAPLEX, INC.
  
                                      /s/ Gregory R. Raifman
                                      -------------------------------------
                                      Gregory R. Raifman
                                      Chairman and Chief Executive Officer
  
                                      Date:  August 1, 2000
  <PAGE>
  
                                  MEDIAPLEX, INC.
  
                             Current Report on Form 8-K
  
                                 INDEX TO EXHIBITS
  
  
  
  Exhibit No.    Description
  -----------    -----------
  
  2.1            Share Acquisition Agreement, dated as of June 30, 2000.
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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)
                                   July 21, 2000
  
                                  MEDIAPLEX, INC.
              (Exact Name of Registrant as Specified in its Charter)
  
  DELAWARE                             000-27601                    94-3295822
  (State of Incorporation)      (Commission File Number)        (I.R.S. Employer
                                                               Identification No.)
  
                           177 STEUART STREET, SUITE 200
                         SAN FRANCISCO, CALIFORNIA  94105
           (Address, including zip code, of principal executive offices)
  
                Registrant's telephone number, including area code:
                                  (415) 808-1900
  
                                        N/A
  
          (Former name or former address, if changed since last report.)
  
  ================================================================================
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS
  
       Mediaplex, Inc. a Delaware corporation ("Registrant"), entered into a Share
  Acquisition Agreement, dated as of June 30, 2000 (the "Acquisition Agreement"),
  with The Interpublic Group of Companies, Inc., a Delaware corporation ("IPG"),
  McCann-Erickson USA, Inc., a Delaware corporation and wholly-owned subsidiary of
  IPG ("McCann") and AdWare Systems, Inc., a Kentucky corporation and wholly-owned
  subsidiary of McCann ("AdWare"), pursuant to which, on July 21, 2000 (the
  "Effective Date"), Registrant acquired all of the outstanding capital stock of
  AdWare (the "Acquisition").  As a result of the Acquisition, AdWare became a
  wholly-owned subsidiary of Registrant on the Effective Date.
  
       Pursuant to the Acquisition Agreement and on the Effective Date, Registrant
  paid $4,000,000 in cash and issued 1,211,921 shares of unregistered common stock
  (the "Stock Consideration"), to McCann.  Registrant funded the cash portion of
  the consideration from its working capital.  The Stock Consideration may be
  adjusted post-closing based on AdWare's actual revenues for the fiscal year
  ending December 31, 2000 as described in the Acquisition Agreement.  In
  connection with the Acquisition Agreement, AdWare and McCann have entered into a
  five-year services agreement wherein AdWare has granted a software license and
  committed to provide related services to McCann.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
           (a)  Financial Statements of AdWare
  
           The Registrant will provide the financial statements required by
  paragraph (a) of Item 7 of Form 8-K promulgated by the Securities and Exchange
  Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"), within 60 days of the date that this initial
  report on Form 8-K must be filed with the Commission.
  
           (b)  Pro Forma Financial Information
  
           The Registrant will provide the financial information required by
  paragraph (b) of Item 7 of Form 8-K promulgated by the Commission pursuant to
  the Exchange Act within 60 days of the date that this initial report on Form 8-K
  must be filed with the Commission
  
           (c)  Exhibits
  
                2.1  Share Acquisition Agreement, dated as of June 30, 2000.
  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.
  
                                      MEDIAPLEX, INC.
  
                                      /s/ Gregory R. Raifman
                                      -------------------------------------
                                      Gregory R. Raifman
                                      Chairman and Chief Executive Officer
  
                                      Date:  August 1, 2000
  MEDIAPLEX, INC.
  
                             Current Report on Form 8-K
  
                                 INDEX TO EXHIBITS
  
  Exhibit No.    Description
  -----------    -----------
  
  2.1            Share Acquisition Agreement, dated as of June 30, 2000.