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
  
  
  
  
       January 10, 2000                                           0-29768
       --------------------------------                  ------------------------
       Date of Report (Date of earliest                  Commission File Number
       event 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
       incorporation or organization                      Identification Number)
  
  
  
  
                                   1250 Broadway
                              New York, New York 10001
                ----------------------------------------------------
                 (Address of Principal Executive Office (Zip Code)
  
  
                                   (212) 231-7100
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  
  --------------------------------------------------------------------------------
  
  
  
  
  
  
  
  
  [Sabela]
  
  
  <PAGE>
  
  
  
  Item 2.  Acquisition or Disposition of Assets.
  
       On January 10, 2000, 24/7 Media,  Inc. (the "24/7 Media" or "we") announced
       the acquisition of Sabela Media, Inc. ("Sabela"), a privately-held Delaware
       Corporation  and a global ad serving,  tracking and  analysis  company with
       products for online  advertisers and Web publishers,  for approximately $70
       million. On January 10, 2000, we acquired all of the issued and outstanding
       shares  of  capital  stock of  Sabela  in a merger  transaction  whereby  a
       subsidiary  of 24/7 Media was merged with and into Sabela.  24/7 Media also
       assumed  all of the  outstanding  stock  options of Sabela  under our stock
       incentive plan.
  
       Pursuant to the  Agreement  and Plan of Merger dated  January 9, 2000 among
       24/7 Media,  Killer-App Holding Corp., Sabela,  Freshwater Consulting Ltd.,
       James  Green and Galmos  Holdings,  Inc.,  (i) in  exchange  for all of the
       outstanding  shares of  Sabela,  24/7  Media  exchanged  approximately  1.2
       million  shares of its  common  stock,  par value $.01 per share (the "24/7
       Common Stock"),  and paid approximately $2.5 million to the stockholders of
       Sabela,  (ii) 24/7 Media  assumed all of the  outstanding  stock options of
       Sabela and reserved  approximately  40,000  shares of common stock to cover
       the  exercise  thereof,  and  (iii)  24/7  assumed  all of the  outstanding
       warrants of Sabela and reserved  approximately 105,000 shares of its common
       stock to cover the exercise  thereof.  In connection with the merger,  24/7
       Media also incurred  transaction  costs of  approximately  $3 million.  For
       accounting purposes the effective date of the merger is January 1, 2000 and
       it 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 Sabela.  The number of shares of
       24/7 Media Common  Stock  issued to the holders of Sabela  common stock was
       determined  based on an exchange rate of 0.1104 shares of 24/7 Common Stock
       for each share of Sabela common stock.  The number of options of 24/7 Media
       issued to the holders of Sabela stock  options was  determined  based on an
       exchange rate of 0.1146 24/7 stock options for each stock option of Sabela.
       The net assets of Sabela  acquired  by 24/7 Media as a result of the merger
       transaction consisted of equipment,  intellectual property,  other physical
       property.  These  assets  are  used in  connection  with the  operation  of
       Sabela's ad serving,  tracking and analysis services. 24/7 Media intends to
       operate the business and use the assets as previously  operated and used by
       Sabela,  provided that changing business  conditions or strategic plans may
       lead to changes in Sabela's operations in the future.
  
       The  Agreement  and Plan of Merger dated  January 9, 2000 by and among 24/7
       Media,  Killer-App Holding Corp., Sabela Media, Inc., Freshwater Consulting
       Ltd.,  James Green and Galmos  Holdings,  Inc. is filed herewith as Exhibit
       2.1 and is incorporated herein by reference.
  
       The press release, dated January 10, 2000 is filed herewith as Exhibit 99.1
       and is incorporated herein by reference.
  
  
  
  
  
  
  
  
  [Sabela]
  
  
  <PAGE>
  
  
  Item 7.  Financial Statements and Exhibits
  
           (a)   The audited  financial  statements of Sabela Media, Inc. required
  by this Form 8-K will be filed by amendment not later than March 27, 2000.
  
           (b)   The pro forma  unaudited  financial  statements of Sabela  Media,
  Inc.  required by this Form 8-K will be filed by amendment  not later than March
  27, 2000.
  
           (c)   Exhibits.
  
                 2.1     Agreement and  Plan  of  Merger,  dated  January 9, 2000,
                         between  the Company,  Killer-App Holding  Corp.,  Sabela
                         Media, Inc., Freshwater  Consulting Ltd., James Green and
                         Galmos Holdings, Inc.
  
                 99.1    Press Release dated  January 10, 2000  regarding  Sabela
                         Media, Inc.
  
  
  
                                     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:  January 10, 2000              By: /s/ Mark E. Moran
                                          ---------------------------------
                                          Name:  Mark E. Moran
                                          Title:  Senior Vice President and
                                                  General Counsel
  
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit Number          Description
  --------------          -----------
  
        2.1               Agreement  and Plan of  Merger,  dated  January 9, 2000,
                          between the Company,  Killer-App  Holding Corp.,  Sabela
                          Media, Inc., Freshwater Consulting Ltd., James Green and
                          Galmos Holdings, Inc.
  
        99.1              Press Release dated  January 10, 2000  regarding  Sabela
                          Media, Inc.
  
  
  
  
  
  
  
                                         4
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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
  
       January 10, 2000                                           0-29768
       --------------------------------                  ------------------------
       Date of Report (Date of earliest                  Commission File Number
       event 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
       incorporation or organization                      Identification Number)
  
                                   1250 Broadway
                              New York, New York 10001
                ----------------------------------------------------
                 (Address of Principal Executive Office (Zip Code)
  
                                   (212) 231-7100
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
  --------------------------------------------------------------------------------
  
  [Sabela]
  Item 2.  Acquisition or Disposition of Assets.
  
       On January 10, 2000, 24/7 Media,  Inc. (the "24/7 Media" or "we") announced
       the acquisition of Sabela Media, Inc. ("Sabela"), a privately-held Delaware
       Corporation  and a global ad serving,  tracking and  analysis  company with
       products for online  advertisers and Web publishers,  for approximately $70
       million. On January 10, 2000, we acquired all of the issued and outstanding
       shares  of  capital  stock of  Sabela  in a merger  transaction  whereby  a
       subsidiary  of 24/7 Media was merged with and into Sabela.  24/7 Media also
       assumed  all of the  outstanding  stock  options of Sabela  under our stock
       incentive plan.
  
       Pursuant to the  Agreement  and Plan of Merger dated  January 9, 2000 among
       24/7 Media,  Killer-App Holding Corp., Sabela,  Freshwater Consulting Ltd.,
       James  Green and Galmos  Holdings,  Inc.,  (i) in  exchange  for all of the
       outstanding  shares of  Sabela,  24/7  Media  exchanged  approximately  1.2
       million  shares of its  common  stock,  par value $.01 per share (the "24/7
       Common Stock"),  and paid approximately $2.5 million to the stockholders of
       Sabela,  (ii) 24/7 Media  assumed all of the  outstanding  stock options of
       Sabela and reserved  approximately  40,000  shares of common stock to cover
       the  exercise  thereof,  and  (iii)  24/7  assumed  all of the  outstanding
       warrants of Sabela and reserved  approximately 105,000 shares of its common
       stock to cover the exercise  thereof.  In connection with the merger,  24/7
       Media also incurred  transaction  costs of  approximately  $3 million.  For
       accounting purposes the effective date of the merger is January 1, 2000 and
       it 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 Sabela.  The number of shares of
       24/7 Media Common  Stock  issued to the holders of Sabela  common stock was
       determined  based on an exchange rate of 0.1104 shares of 24/7 Common Stock
       for each share of Sabela common stock.  The number of options of 24/7 Media
       issued to the holders of Sabela stock  options was  determined  based on an
       exchange rate of 0.1146 24/7 stock options for each stock option of Sabela.
       The net assets of Sabela  acquired  by 24/7 Media as a result of the merger
       transaction consisted of equipment,  intellectual property,  other physical
       property.  These  assets  are  used in  connection  with the  operation  of
       Sabela's ad serving,  tracking and analysis services. 24/7 Media intends to
       operate the business and use the assets as previously  operated and used by
       Sabela,  provided that changing business  conditions or strategic plans may
       lead to changes in Sabela's operations in the future.
  
       The  Agreement  and Plan of Merger dated  January 9, 2000 by and among 24/7
       Media,  Killer-App Holding Corp., Sabela Media, Inc., Freshwater Consulting
       Ltd.,  James Green and Galmos  Holdings,  Inc. is filed herewith as Exhibit
       2.1 and is incorporated herein by reference.
  
       The press release, dated January 10, 2000 is filed herewith as Exhibit 99.1
       and is incorporated herein by reference.
  
  [Sabela]
  Item 7.  Financial Statements and Exhibits
  
           (a)   The audited  financial  statements of Sabela Media, Inc. required
  by this Form 8-K will be filed by amendment not later than March 27, 2000.
  
           (b)   The pro forma  unaudited  financial  statements of Sabela  Media,
  Inc.  required by this Form 8-K will be filed by amendment  not later than March
  27, 2000.
  
           (c)   Exhibits.
  
                 2.1     Agreement and  Plan  of  Merger,  dated  January 9, 2000,
                         between  the Company,  Killer-App Holding  Corp.,  Sabela
                         Media, Inc., Freshwater  Consulting Ltd., James Green and
                         Galmos Holdings, Inc.
  
                 99.1    Press Release dated  January 10, 2000  regarding  Sabela
                         Media, Inc.
  
                                     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:  January 10, 2000              By: /s/ Mark E. Moran
                                          ---------------------------------
                                          Name:  Mark E. Moran
                                          Title:  Senior Vice President and
                                                  General Counsel
  EXHIBIT INDEX
  
  Exhibit Number          Description
  --------------          -----------
  
        2.1               Agreement  and Plan of  Merger,  dated  January 9, 2000,
                          between the Company,  Killer-App  Holding Corp.,  Sabela
                          Media, Inc., Freshwater Consulting Ltd., James Green and
                          Galmos Holdings, Inc.
  
        99.1              Press Release dated  January 10, 2000  regarding  Sabela
                          Media, Inc.
  
                                         4