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): Aug 21, 2001
  
                                  NETCENTIVES INC.
               (Exact name of Registrant as specified in its charter)
  <TABLE>
  <S>                                           <C>                                   <C>
          Delaware                                      000-27253                                93-1213291
  (State or other jurisdiction of                (Commission File Number)              (I.R.S. Employer incorporation or
  organization)                                                                              Identification No.)
  </TABLE>
  
                                 475 Brannan Street
                               San Francisco, CA 94107
                 (Address of principal executive offices) (Zip code)
  
                                   (415) 615-2000
                (Registrant's telephone number, including area code)
  
  
  
  
  <PAGE>
  
  Item 5.  Other Events
  
  Netcentives today announced, consistent with its restructuring plan, that it has
  sold its 49% membership interest in Golden Retriever Systems, LLC (GRS) for $5
  million to Vital Processing Services. Proceeds from the transaction will be used
  to fund current operations and reduce the Company's secured liabilities. The
  parties also negotiated a termination of the Put Agreement.
  
  Netcentives acquired its 49% interest in GRS through the acquisition of UVN
  Holdings, Inc. (UVN) in March 2000. GRS technology provides the back-end
  technology for Netcentives' registered credit card programs. In connection with
  the sale of its interest, Netcentives and GRS extended the term of the current
  license and service agreement whereby Netcentives will continue to operate the
  Momentum shopping programs for Delta and United.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
           (c)      Exhibits.
  
  
           99.1 Press Release dated August 21, 2001.
  
  
  
  
                                         -2-
  
  
  <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 thereunto duly authorized.
  
                                     NETCENTIVES INC.
  
  
  Date:  August 21, 2001             /s/ ERIC LARSEN
                                     --------------------------
                                     Eric Larsen
                                     Chairman and Chief Executive Officer
                                     (Duly Authorized and Principal Executive
                                     Officer)
  
  
  
                                         -3-
  
  
  <PAGE>
  
                                  NETCENTIVES INC.
  
                                  INDEX TO EXHIBITS
  
  EXHIBIT
  NUMBER        DESCRIPTION
  -------       -----------
  99.1          Press Release dated August 21, 2001
  
  
  
  
  
                                         -4-
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metadata_filer: {"company-data": {"conformed-name": "NETCENTIVES INC", "cik": "0001081404", "assigned-sic": "7389", "irs-number": "931213291", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27253", "film-number": "1721426"}, "business-address": {"street1": "475 BRANNAN ST", "street2": "STE 300", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107", "phone": "4156152000"}, "mail-address": {"street1": "690 FIFTH STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107"}}
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): Aug 21, 2001
  
                                  NETCENTIVES INC.
               (Exact name of Registrant as specified in its charter)
  Delaware                                      000-27253                                93-1213291
  (State or other jurisdiction of                (Commission File Number)              (I.R.S. Employer incorporation or
  organization)                                                                              Identification No.)
  475 Brannan Street
                               San Francisco, CA 94107
                 (Address of principal executive offices) (Zip code)
  
                                   (415) 615-2000
                (Registrant's telephone number, including area code)
  Item 5.  Other Events
  
  Netcentives today announced, consistent with its restructuring plan, that it has
  sold its 49% membership interest in Golden Retriever Systems, LLC (GRS) for $5
  million to Vital Processing Services. Proceeds from the transaction will be used
  to fund current operations and reduce the Company's secured liabilities. The
  parties also negotiated a termination of the Put Agreement.
  
  Netcentives acquired its 49% interest in GRS through the acquisition of UVN
  Holdings, Inc. (UVN) in March 2000. GRS technology provides the back-end
  technology for Netcentives' registered credit card programs. In connection with
  the sale of its interest, Netcentives and GRS extended the term of the current
  license and service agreement whereby Netcentives will continue to operate the
  Momentum shopping programs for Delta and United.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
           (c)      Exhibits.
  
           99.1 Press Release dated August 21, 2001.
  
                                         -2-
  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 thereunto duly authorized.
  
                                     NETCENTIVES INC.
  
  Date:  August 21, 2001             /s/ ERIC LARSEN
                                     --------------------------
                                     Eric Larsen
                                     Chairman and Chief Executive Officer
                                     (Duly Authorized and Principal Executive
                                     Officer)
  
                                         -3-
  NETCENTIVES INC.
  
                                  INDEX TO EXHIBITS
  
  EXHIBIT
  NUMBER        DESCRIPTION
  -------       -----------
  99.1          Press Release dated August 21, 2001
  
                                         -4-