content: _________________________________________________________________
  
  
  
  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
  
  
  August 21, 1996
  _______________________
  
  Date of report (Date of earliest event reported)
  
  
  
  
  NETWORK EVENT THEATER, INC.
  
  (Exact name of registrant as specified in its charter)
  
  
      Delaware                33-80935              13-3864111
  (State or other         (Commission File       (I.R.S. Employer
  jurisdiction of              Number)            Identification
  incorporation)
  
  
            149 Fifth Avenue
            New York, New York                            10010
            _______________________________________________________
            (Address of principal executive offices)     (Zip Code)
  
  
            (212) 779-2740
            ____________________________________________________
            Registrant's telephone number, including area code
  
  
  
                                 N/A
            ______________________________________________
             (Former name or former address, if changed
                         since last report)
  Item 2.   Acquisition of Assets.
  
       On September 13, 1996, American Passage Media, Inc., a newly
  organized wholly owned subsidiary of the registrant ("Buyer"),
  acquired from American Passage Media Corporation ("Seller")
  substantially all of Seller's assets relating to its college and
  high school media and marketing and service businesses.  The
  businesses acquired include Seller's college newspaper placement
  operations, college campus postering operations, high school
  focused Gymboards operations and various other advertiser and
  event sponsorship related activities.
  
       As consideration for the assets (i) Buyer paid Seller
  $3,528,860 in cash (representing a $4,000,000 base price adjusted
  in accordance with the terms of the Asset Purchase Agreement),
  (ii) Buyer delivered to Seller a two-year subordinated promissory
  note in the principal amount of $750,000, (iii) the registrant
  delivered to Seller a contingent option to purchase up to 100,000
  shares of the registrant's common stock pursuant to an option
  agreement between the registrant and Seller, (iv) the registrant
  delivered to Seller a guaranty of Buyer's obligations to Seller,
  and (v) Buyer assumed certain of the contractual obligations of
  Seller.
  
       The sources of the cash portion of the purchase price and
  transaction costs were a five-year $3,500,000 term loan to Buyer
  from Signet Bank and a $500,000 equity contribution to Buyer from
  the registrant.  The term loan is secured by all of Buyer's
  assets and is guaranteed by the registrant, which guarantee is
  secured by a pledge by the registrant of all of the shares of
  Buyer.
  
       In connection with the acquisition, Buyer and Seller entered
  into (i) a Transition Agreement under which Seller has agreed to
  provide Buyer with certain transition services for specified
  periods after the closing, (ii) a Consulting Agreement under
  which Seller has agreed to provide Buyer with certain consulting
  services for two years after the closing, and (iii) a Directory
  of Classes Representation Agreement providing for Buyer's serving
  as the exclusive national advertising representative for Seller's
  Directory of Classes publication.
  
       In connection with the acquisition, Seller paid a $150,000
  fee to Veronis, Suhler and Associates Inc. ("VS&A").  Don Leeds,
  a director of the registrant since December 1994, participated in
  the transaction on behalf of VS&A prior to joining the registrant
  as its Executive Vice President in June 1996, and was paid
  $45,000 by VS&A on account of that participation.
  
       The Asset Purchase Agreement pursuant to which the
  acquisition was consummated, and the other documents referred to
  above, are attached as exhibits hereto.  Reference is made to the
  Asset Purchase Agreement and those other documents for all of the
  terms of the sale.
  
  
  Item 7.  Financial Statements and Exhibits.
  
       (a)  Financial Statements of Business Acquired.
  
            The audited financial statements of the acquired
  operating divisions of American Passage Media Corporation for the
  years ended June 30, 1996 and 1995, including an Independent
  Auditors Report, are provided herewith as Exhibit 1.
  
       (b)  Pro Forma financial information.
  
            It is impracticable to provide the required pro forma
  financial information at the time of the filing of this report. 
  The required pro forma financial information will be filed as an
  amendment to this Form 8-K as soon as practicable, but not later
  than 60 days after the date on which this report is filed.
  
       (c)  Exhibits.
  
            Exhibit 1 - Audited Financial Statements of the
            acquired operating divisions of American Passage Media
            Corporation for the years ended June 30, 1996 and 1995,
            including an Independent Auditors Report
  
            Exhibit 2 - Asset Purchase Agreement dated September
            13, 1996 among American Passage Media Corporation,
            Gilbert Scherer, Network Event Theater, Inc. and
            American Passage Media, Inc.
  
            Exhibit 3 - $750,000 Subordinated Promissory Note from
            American Passage Media, Inc. to American Passage Media
            Corporation
  
            Exhibit 4 - Guaranty by Network Event Theater, Inc. in
            favor of American Passage Media Corporation
  
            Exhibit 5 - Option Agreement between Network Event
            Theater, Inc. and American Passage Media Corporation
  
            Exhibit 6 - Consulting and Non-Competition Agreement
            between American Passage Media, Inc. and American
            Passage Media Corporation
  
            Exhibit 7 - Transition Agreement between American
            Passage Media, Inc. and American Passage Media
            Corporation
  
            Exhibit 8 - Directory of Classes Representation
            Agreement between American Passage Media, Inc. and
            American Passage Media Corporation
  
            Exhibit 9 - Business Loan Agreement between American
            Passage Media, Inc. and Signet Bank
  
            Exhibit 10 - Promissory Note from American Passage
            Media, Inc. to Signet Bank
  
            Exhibit 11 - Commercial Security Agreement between
            American Passage Media, Inc. and Signet Bank
  
            Exhibit 12 - Commercial Guaranty from Network Event
            Theater, Inc. in favor of Signet Bank
  
            Exhibit 13 - Commercial Pledge and Security Agreement
            from Network Event Theater, Inc. in favor of Signet
            Bank
  
  
  Item 8.   Change in Fiscal Year.
  
       On August 21, 1996, the registrant's board of directors
  elected to change the fiscal year of the registrant to a June 30
  year end.  A report covering the January 1, 1996 to June 30, 1996
  transition period will be filed on Form 10-KSB.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  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.
  
  
                                NETWORK EVENT THEATER, INC.
  
  
                                By: /s/Harlan D. Peltz
                                     Harlan D. Peltz
                                     Chairman of the Board and
                                     Chief Executive Officer
  
  
  
  Dated:  September 27, 1996
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                            EXHIBIT INDEX
  
  Exhibit 1 - Audited Financial Statements of the acquired
  operating divisions of American Passage Media Corporation for the
  years ended June 30, 1996 and 1995, including an Independent
  Auditors Report
  
  Exhibit 2 - Asset Purchase Agreement dated September 13, 1996
  among American Passage Media Corporation, Gilbert Scherer,
  Network Event Theater, Inc. and American Passage Media, Inc.
  
  Exhibit 3 - $750,000 Subordinated Promissory Note from American
  Passage Media, Inc. to American Passage Media Corporation
  
  Exhibit 4 - Guaranty by Network Event Theater, Inc. in favor of
  American Passage Media Corporation
  
  Exhibit 5 - Option Agreement between Network Event Theater, Inc.
  and American Passage Media Corporation
  
  Exhibit 6 - Consulting and Non-Competition Agreement between
  American Passage Media, Inc. and American Passage Media
  Corporation
  
  Exhibit 7 - Transition Agreement between American Passage Media,
  Inc. and American Passage Media Corporation
  
  Exhibit 8 - Directory of Classes Representation Agreement between
  American Passage Media, Inc. and American Passage Media
  Corporation
  
  Exhibit 9 - Business Loan Agreement between American Passage
  Media, Inc. and Signet Bank
  
  Exhibit 10 - Promissory Note from American Passage Media, Inc. to
  Signet Bank
  
  Exhibit 11 - Commercial Security Agreement between American
  Passage Media, Inc. and Signet Bank
  
  Exhibit 12 - Commercial Guaranty from Network Event Theater, Inc.
  in favor of Signet Bank
  
  Exhibit 13 - Commercial Pledge and Security Agreement from
  Network Event Theater, Inc. in favor of Signet Bank
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metadata_filer: {"company-data": {"conformed-name": "NETWORK EVENT THEATER INC", "cik": "0001005500", "assigned-sic": "4841", "irs-number": "133864111", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27556", "film-number": "96636164"}, "business-address": {"street1": "149 5TH AVE", "city": "NEW YORK", "state": "NY", "zip": "10010", "phone": "2127792740"}, "mail-address": {"street1": "149 5TH AVE", "city": "NEW YORK", "state": "NY", "zip": "10010"}}
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
  
  August 21, 1996
  _______________________
  
  Date of report (Date of earliest event reported)
  
  NETWORK EVENT THEATER, INC.
  
  (Exact name of registrant as specified in its charter)
  
      Delaware                33-80935              13-3864111
  (State or other         (Commission File       (I.R.S. Employer
  jurisdiction of              Number)            Identification
  incorporation)
  
            149 Fifth Avenue
            New York, New York                            10010
            _______________________________________________________
            (Address of principal executive offices)     (Zip Code)
  
            (212) 779-2740
            ____________________________________________________
            Registrant's telephone number, including area code
  
                                 N/A
            ______________________________________________
             (Former name or former address, if changed
                         since last report)
  Item 2.   Acquisition of Assets.
  
       On September 13, 1996, American Passage Media, Inc., a newly
  organized wholly owned subsidiary of the registrant ("Buyer"),
  acquired from American Passage Media Corporation ("Seller")
  substantially all of Seller's assets relating to its college and
  high school media and marketing and service businesses.  The
  businesses acquired include Seller's college newspaper placement
  operations, college campus postering operations, high school
  focused Gymboards operations and various other advertiser and
  event sponsorship related activities.
  
       As consideration for the assets (i) Buyer paid Seller
  $3,528,860 in cash (representing a $4,000,000 base price adjusted
  in accordance with the terms of the Asset Purchase Agreement),
  (ii) Buyer delivered to Seller a two-year subordinated promissory
  note in the principal amount of $750,000, (iii) the registrant
  delivered to Seller a contingent option to purchase up to 100,000
  shares of the registrant's common stock pursuant to an option
  agreement between the registrant and Seller, (iv) the registrant
  delivered to Seller a guaranty of Buyer's obligations to Seller,
  and (v) Buyer assumed certain of the contractual obligations of
  Seller.
  
       The sources of the cash portion of the purchase price and
  transaction costs were a five-year $3,500,000 term loan to Buyer
  from Signet Bank and a $500,000 equity contribution to Buyer from
  the registrant.  The term loan is secured by all of Buyer's
  assets and is guaranteed by the registrant, which guarantee is
  secured by a pledge by the registrant of all of the shares of
  Buyer.
  
       In connection with the acquisition, Buyer and Seller entered
  into (i) a Transition Agreement under which Seller has agreed to
  provide Buyer with certain transition services for specified
  periods after the closing, (ii) a Consulting Agreement under
  which Seller has agreed to provide Buyer with certain consulting
  services for two years after the closing, and (iii) a Directory
  of Classes Representation Agreement providing for Buyer's serving
  as the exclusive national advertising representative for Seller's
  Directory of Classes publication.
  
       In connection with the acquisition, Seller paid a $150,000
  fee to Veronis, Suhler and Associates Inc. ("VS&A").  Don Leeds,
  a director of the registrant since December 1994, participated in
  the transaction on behalf of VS&A prior to joining the registrant
  as its Executive Vice President in June 1996, and was paid
  $45,000 by VS&A on account of that participation.
  
       The Asset Purchase Agreement pursuant to which the
  acquisition was consummated, and the other documents referred to
  above, are attached as exhibits hereto.  Reference is made to the
  Asset Purchase Agreement and those other documents for all of the
  terms of the sale.
  
  Item 7.  Financial Statements and Exhibits.
  
       (a)  Financial Statements of Business Acquired.
  
            The audited financial statements of the acquired
  operating divisions of American Passage Media Corporation for the
  years ended June 30, 1996 and 1995, including an Independent
  Auditors Report, are provided herewith as Exhibit 1.
  
       (b)  Pro Forma financial information.
  
            It is impracticable to provide the required pro forma
  financial information at the time of the filing of this report. 
  The required pro forma financial information will be filed as an
  amendment to this Form 8-K as soon as practicable, but not later
  than 60 days after the date on which this report is filed.
  
       (c)  Exhibits.
  
            Exhibit 1 - Audited Financial Statements of the
            acquired operating divisions of American Passage Media
            Corporation for the years ended June 30, 1996 and 1995,
            including an Independent Auditors Report
  
            Exhibit 2 - Asset Purchase Agreement dated September
            13, 1996 among American Passage Media Corporation,
            Gilbert Scherer, Network Event Theater, Inc. and
            American Passage Media, Inc.
  
            Exhibit 3 - $750,000 Subordinated Promissory Note from
            American Passage Media, Inc. to American Passage Media
            Corporation
  
            Exhibit 4 - Guaranty by Network Event Theater, Inc. in
            favor of American Passage Media Corporation
  
            Exhibit 5 - Option Agreement between Network Event
            Theater, Inc. and American Passage Media Corporation
  
            Exhibit 6 - Consulting and Non-Competition Agreement
            between American Passage Media, Inc. and American
            Passage Media Corporation
  
            Exhibit 7 - Transition Agreement between American
            Passage Media, Inc. and American Passage Media
            Corporation
  
            Exhibit 8 - Directory of Classes Representation
            Agreement between American Passage Media, Inc. and
            American Passage Media Corporation
  
            Exhibit 9 - Business Loan Agreement between American
            Passage Media, Inc. and Signet Bank
  
            Exhibit 10 - Promissory Note from American Passage
            Media, Inc. to Signet Bank
  
            Exhibit 11 - Commercial Security Agreement between
            American Passage Media, Inc. and Signet Bank
  
            Exhibit 12 - Commercial Guaranty from Network Event
            Theater, Inc. in favor of Signet Bank
  
            Exhibit 13 - Commercial Pledge and Security Agreement
            from Network Event Theater, Inc. in favor of Signet
            Bank
  
  Item 8.   Change in Fiscal Year.
  
       On August 21, 1996, the registrant's board of directors
  elected to change the fiscal year of the registrant to a June 30
  year end.  A report covering the January 1, 1996 to June 30, 1996
  transition period will be filed on Form 10-KSB.
  
  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.
  
                                NETWORK EVENT THEATER, INC.
  
                                By: /s/Harlan D. Peltz
                                     Harlan D. Peltz
                                     Chairman of the Board and
                                     Chief Executive Officer
  
  Dated:  September 27, 1996
  
                            EXHIBIT INDEX
  
  Exhibit 1 - Audited Financial Statements of the acquired
  operating divisions of American Passage Media Corporation for the
  years ended June 30, 1996 and 1995, including an Independent
  Auditors Report
  
  Exhibit 2 - Asset Purchase Agreement dated September 13, 1996
  among American Passage Media Corporation, Gilbert Scherer,
  Network Event Theater, Inc. and American Passage Media, Inc.
  
  Exhibit 3 - $750,000 Subordinated Promissory Note from American
  Passage Media, Inc. to American Passage Media Corporation
  
  Exhibit 4 - Guaranty by Network Event Theater, Inc. in favor of
  American Passage Media Corporation
  
  Exhibit 5 - Option Agreement between Network Event Theater, Inc.
  and American Passage Media Corporation
  
  Exhibit 6 - Consulting and Non-Competition Agreement between
  American Passage Media, Inc. and American Passage Media
  Corporation
  
  Exhibit 7 - Transition Agreement between American Passage Media,
  Inc. and American Passage Media Corporation
  
  Exhibit 8 - Directory of Classes Representation Agreement between
  American Passage Media, Inc. and American Passage Media
  Corporation
  
  Exhibit 9 - Business Loan Agreement between American Passage
  Media, Inc. and Signet Bank
  
  Exhibit 10 - Promissory Note from American Passage Media, Inc. to
  Signet Bank
  
  Exhibit 11 - Commercial Security Agreement between American
  Passage Media, Inc. and Signet Bank
  
  Exhibit 12 - Commercial Guaranty from Network Event Theater, Inc.
  in favor of Signet Bank
  
  Exhibit 13 - Commercial Pledge and Security Agreement from
  Network Event Theater, Inc. in favor of Signet Bank