<PAGE>




                    U. S. 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 2, 1999


                                 MODACAD, INC.
--------------------------------------------------------------------------------
        (Exact name of registrant as specified in its charter)


          California                    33-31166                 95-4145930
-------------------------------     ----------------    ------------------------
(State or other jurisdiction of        (Commission             (IRS Employer
incorporation or organization)          File Number)         Identification No.)



    3861 Sepulveda Blvd., Culver City                            90230
----------------------------------------                ------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code            (310) 751-2100
                                                        ------------------------

                               Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events

Modacad,  Inc. ("Modacad") has signed a two-year interactive marketing agreement
with America Online. Under the two-year agreement, Modacad will provide payments
to AOL totaling up to $7.5 million plus warrants to purchase  100,000  shares of
Modacad's  common  stock at an exercise  price equal to 125% of the closing sale
price of Modacad  common stock on the date of issuance.  In exchange,  Modacad's
styleclick.com  web site will be  promoted  in several  areas of the AOL service
including the Shopping Channel, Entertainment and Teen Channels.  Styleclick.com
will also be promoted on AOL.COM's Home & Garden WebCenter, and on AOL's popular
Instant Messenger service as well as through Keyword:  styleclick. AOL will also
be eligible  for  additional  payments if certain  thresholds  specified  in the
agreement have been met and may sell advertising on behalf of  styleclick.com in
exchange for revenue sharing with Modacad.  See attached press release issued on
June 30, 1999, which by this reference, is incorporated herein.


                                    SIGNATURE

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.


                                                ModaCAD, INC.


Date: July 2, 1999                             By:   /s/  LEE FREEDMAN
                                                     ---------------------------
                                                     Lee Freedman
                                                     Vice President, Finance and
                                                     Chief Financial Officer

<PAGE>

                                 PRESS RELEASE

                MODACAD ANNOUNCES E-COMMERCE MARKETING AGREEMENT
                               WITH AMERICA ONLINE

LOS ANGELES,  Calif., June 30, 1999 -- Modacad,  Inc., (NASDAQ: MODA) creator of
styleclick.com,  a leading fashion and style related e-commerce site,  announced
today that it has signed a two-year interactive marketing agreement with America
Online (NYSE: AOL), the world's leading interactive services company.

Under the two-year agreement, Modacad will provide payments to AOL totaling $7.5
million plus warrants to purchase  100,000 shares in Modacad stock. In exchange,
Modacad's  styleclick.com  web site will be promoted in several areas of the AOL
service  including  the  Shopping  Channel,  Entertainment  and  Teen  Channels.
Styleclick.com  will also be promoted on AOL.COM's Home & Garden WebCenter,  and
on  AOL's  popular  Instant  Messenger  service  as  well  as  through  Keyword:
styleclick.  AOL will also be eligible  for  additional  payments  once  certain
thresholds  specified in the agreement have been met and may sell advertising on
behalf of styleclick.com in exchange for revenue share with Modacad.

Under the agreement,  a styleclick.com  shopping area specifically  designed for
AOL members will offer a wide range of apparel,  accessories  and cosmetics from
such  popular  retailers  as Adidas,  Crabtree & Evelyn,  Danskin,  Easy Spirit,
Nicole Miller, Nine West, Patagonia, Timberland and many others.

Modacad's styleclick.com will also have an advertising presence on Oxygen Media,
a leader in the online  women's  market.  Oxygen Media  specializes in providing
branded content for women on the Internet, cable television, and other media.

Joyce  Freedman,  chairman and  co-chief  executive  officer of Modacad  stated,
"Women are the fastest  growing  segment of consumers on the Internet  today and
account for 52% of AOL's  subscribers,  or over 8.3 million users.  Our strategy
provides  AOL and  Modacad  with a very  effective  vehicle  to  deliver  highly
qualified  consumers to the affiliate  shopping  site." Ms.  Freedman went on to
add, "We are gratified to receive such featured placement on AOL. Our goal is to
provide  their  member  community  with the ability to benefit  from our fashion
content."

Maurizio  Vecchione,  Modacad's president and co-chief executive officer stated,
"This  agreement  has enabled  Modacad to become a key provider of style content
for AOL and  supports  our  business  strategy  which  provides  major sites the
ability to populate their special shopping areas with  styleclick.com's  special
merchandise  mix. We are pleased  that AOL is the first to take part in defining
what we believe  will be a  significant  growth  opportunity  for fashion on the
Internet."

<PAGE>

"This  agreement  with  Modacad  will  provide AOL members  with an even greater
selection of shopping  choices," said Greg Shove,  Vice President of Interactive
Marketing at AOL. "Our members are making shopping more and more a part of their
everyday online experience and Styleclick.com  brings together in one convenient
area many popular  brand names,  providing  our members with a wider  variety of
shopping options on the service."

Styleclick.com is Modacad's  premier  e-commerce site for the most popular names
in  fashion,   footwear,   gifts,  cosmetics,  and  style  related  merchandise.
Styleclick.com  offers many products in high  resolution with the ability to pan
and zoom in to inspect fabric texture, stitching, buttons, and beading. Featured
products can be viewed in high  resolution,  3 dimensional  rotation,  providing
visually  rich images that allow  consumers to see  products  from all angles in
order  to  make  informed  purchasing  decisions.  Styleclick.com  is the  first
e-commerce  site  to  provide  image-by-image   comparisons  by  category  where
consumers can compare related products from different manufacturers and visually
compare  the look of items,  not just the price.  These  features  create a more
realistic shopping experience.

Founded  in 1988,  Modacad is an enabler of  e-commerce  for  manufacturers  and
consumers.  With more than 11 years of  experience,  the Company is a recognized
leader in 3D rendering and digital content management. Modacad recently launched
www.styleclick.com,  its new  e-commerce  apparel  site that  features  fashion,
footwear,  gift, and beauty  products  while  allowing users to comparison  shop
among leading brands.

For further  information,  or a complete investor kit, contact Sanjay Sabnani at
310-399-4059 or visit Modacad's web site at www.modacad.com.

This press release  contains  forward-looking  statements  including  statements
regarding the timing and composition of revenues,  future operating  results and
the  timing of  product  introductions,  among  others.  Except  for  historical
information,  the  matters  discussed  in  this  report  are  forward-looking  a
statements that are subject to certain risks and uncertainties  that could cause
the actual results to differ materially from those projected. Factors that could
cause actual results to differ materially include the following:  (i) unforeseen
technical or other  obstacles in the  development or production of the Company's
software and Internet products;  (ii) customer acceptance of the new, updated or
revised  versions of the  Company's  software and Internet  products;  (iii) the
Company's ability to produce its products on a cost-effective  and timely basis,
and (iv)  factors not  directly  related to the  Company,  such as the plans and
success of the  Company's  vendors,  competitive  pressures  on pricing,  market
conditions  in  general,   competition,   technological   progression,   product
obsolescence  and the  changing  needs  of  potential  customers  and the  Style
Industries in general.
[{"type": "8-K", "sequence": "1", "description": "AMERICA ONLINE AGREEMENT", "secsgml_size_bytes": 9188}]
{"company-data": {"conformed-name": "MODACAD INC", "cik": "0001008130", "assigned-sic": "7372", "irs-number": "954145930", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-01166-LA", "film-number": "99658275"}, "business-address": {"street1": "3861 SEPULVEDA BLVD", "city": "CULVER CITY", "state": "CA", "zip": "90230", "phone": "3103129826"}, "mail-address": {"street1": "3861 SEPULVEDA BLVD", "city": "CULVER CITY", "state": "CA", "zip": "90230"}}
U. S. 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 2, 1999

                                 MODACAD, INC.
--------------------------------------------------------------------------------
        (Exact name of registrant as specified in its charter)

          California                    33-31166                 95-4145930
-------------------------------     ----------------    ------------------------
(State or other jurisdiction of        (Commission             (IRS Employer
incorporation or organization)          File Number)         Identification No.)

    3861 Sepulveda Blvd., Culver City                            90230
----------------------------------------                ------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code            (310) 751-2100
                                                        ------------------------

                               Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 5.  Other Events

Modacad,  Inc. ("Modacad") has signed a two-year interactive marketing agreement
with America Online. Under the two-year agreement, Modacad will provide payments
to AOL totaling up to $7.5 million plus warrants to purchase  100,000  shares of
Modacad's  common  stock at an exercise  price equal to 125% of the closing sale
price of Modacad  common stock on the date of issuance.  In exchange,  Modacad's
styleclick.com  web site will be  promoted  in several  areas of the AOL service
including the Shopping Channel, Entertainment and Teen Channels.  Styleclick.com
will also be promoted on AOL.COM's Home & Garden WebCenter, and on AOL's popular
Instant Messenger service as well as through Keyword:  styleclick. AOL will also
be eligible  for  additional  payments if certain  thresholds  specified  in the
agreement have been met and may sell advertising on behalf of  styleclick.com in
exchange for revenue sharing with Modacad.  See attached press release issued on
June 30, 1999, which by this reference, is incorporated herein.

                                    SIGNATURE

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.

                                                ModaCAD, INC.

Date: July 2, 1999                             By:   /s/  LEE FREEDMAN
                                                     ---------------------------
                                                     Lee Freedman
                                                     Vice President, Finance and
                                                     Chief Financial Officer
PRESS RELEASE

                MODACAD ANNOUNCES E-COMMERCE MARKETING AGREEMENT
                               WITH AMERICA ONLINE

LOS ANGELES,  Calif., June 30, 1999 -- Modacad,  Inc., (NASDAQ: MODA) creator of
styleclick.com,  a leading fashion and style related e-commerce site,  announced
today that it has signed a two-year interactive marketing agreement with America
Online (NYSE: AOL), the world's leading interactive services company.

Under the two-year agreement, Modacad will provide payments to AOL totaling $7.5
million plus warrants to purchase  100,000 shares in Modacad stock. In exchange,
Modacad's  styleclick.com  web site will be promoted in several areas of the AOL
service  including  the  Shopping  Channel,  Entertainment  and  Teen  Channels.
Styleclick.com  will also be promoted on AOL.COM's Home & Garden WebCenter,  and
on  AOL's  popular  Instant  Messenger  service  as  well  as  through  Keyword:
styleclick.  AOL will also be eligible  for  additional  payments  once  certain
thresholds  specified in the agreement have been met and may sell advertising on
behalf of styleclick.com in exchange for revenue share with Modacad.

Under the agreement,  a styleclick.com  shopping area specifically  designed for
AOL members will offer a wide range of apparel,  accessories  and cosmetics from
such  popular  retailers  as Adidas,  Crabtree & Evelyn,  Danskin,  Easy Spirit,
Nicole Miller, Nine West, Patagonia, Timberland and many others.

Modacad's styleclick.com will also have an advertising presence on Oxygen Media,
a leader in the online  women's  market.  Oxygen Media  specializes in providing
branded content for women on the Internet, cable television, and other media.

Joyce  Freedman,  chairman and  co-chief  executive  officer of Modacad  stated,
"Women are the fastest  growing  segment of consumers on the Internet  today and
account for 52% of AOL's  subscribers,  or over 8.3 million users.  Our strategy
provides  AOL and  Modacad  with a very  effective  vehicle  to  deliver  highly
qualified  consumers to the affiliate  shopping  site." Ms.  Freedman went on to
add, "We are gratified to receive such featured placement on AOL. Our goal is to
provide  their  member  community  with the ability to benefit  from our fashion
content."

Maurizio  Vecchione,  Modacad's president and co-chief executive officer stated,
"This  agreement  has enabled  Modacad to become a key provider of style content
for AOL and  supports  our  business  strategy  which  provides  major sites the
ability to populate their special shopping areas with  styleclick.com's  special
merchandise  mix. We are pleased  that AOL is the first to take part in defining
what we believe  will be a  significant  growth  opportunity  for fashion on the
Internet."
"This  agreement  with  Modacad  will  provide AOL members  with an even greater
selection of shopping  choices," said Greg Shove,  Vice President of Interactive
Marketing at AOL. "Our members are making shopping more and more a part of their
everyday online experience and Styleclick.com  brings together in one convenient
area many popular  brand names,  providing  our members with a wider  variety of
shopping options on the service."

Styleclick.com is Modacad's  premier  e-commerce site for the most popular names
in  fashion,   footwear,   gifts,  cosmetics,  and  style  related  merchandise.
Styleclick.com  offers many products in high  resolution with the ability to pan
and zoom in to inspect fabric texture, stitching, buttons, and beading. Featured
products can be viewed in high  resolution,  3 dimensional  rotation,  providing
visually  rich images that allow  consumers to see  products  from all angles in
order  to  make  informed  purchasing  decisions.  Styleclick.com  is the  first
e-commerce  site  to  provide  image-by-image   comparisons  by  category  where
consumers can compare related products from different manufacturers and visually
compare  the look of items,  not just the price.  These  features  create a more
realistic shopping experience.

Founded  in 1988,  Modacad is an enabler of  e-commerce  for  manufacturers  and
consumers.  With more than 11 years of  experience,  the Company is a recognized
leader in 3D rendering and digital content management. Modacad recently launched
www.styleclick.com,  its new  e-commerce  apparel  site that  features  fashion,
footwear,  gift, and beauty  products  while  allowing users to comparison  shop
among leading brands.

For further  information,  or a complete investor kit, contact Sanjay Sabnani at
310-399-4059 or visit Modacad's web site at www.modacad.com.

This press release  contains  forward-looking  statements  including  statements
regarding the timing and composition of revenues,  future operating  results and
the  timing of  product  introductions,  among  others.  Except  for  historical
information,  the  matters  discussed  in  this  report  are  forward-looking  a
statements that are subject to certain risks and uncertainties  that could cause
the actual results to differ materially from those projected. Factors that could
cause actual results to differ materially include the following:  (i) unforeseen
technical or other  obstacles in the  development or production of the Company's
software and Internet products;  (ii) customer acceptance of the new, updated or
revised  versions of the  Company's  software and Internet  products;  (iii) the
Company's ability to produce its products on a cost-effective  and timely basis,
and (iv)  factors not  directly  related to the  Company,  such as the plans and
success of the  Company's  vendors,  competitive  pressures  on pricing,  market
conditions  in  general,   competition,   technological   progression,   product
obsolescence  and the  changing  needs  of  potential  customers  and the  Style
Industries in general.