8-K 1 f69158e8-k.txt CURRENT REPORT 1 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): February 5, 2001 EGREETINGS NETWORK, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) ~~000-28479 94-3207092 (Commission File No.) (I.R.S. Employer Identification No.)~~

149 NEW MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA 94105 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (415) 375-4100 2 ITEM 5. OTHER EVENTS. On February 5, 2001, Egreetings announced that it entered into a definitive merger agreement with AmericanGreetings.com under which AmericanGreetings.com will acquire for cash through its wholly owned subsidiary all of the outstanding shares of Egreetings, through a two-step transaction comprised of a tender offer followed by a merger. The definitive merger agreement, filed as Exhibit 99.1 to this Agreement, is subject to the satisfaction of certain conditions customary to the contemplated transaction, including the tender of a minimum number of shares. The joint press release of Egreetings and AmericanGreetings.com, dated February 5, 2001, entitled "AmericanGreetings.com to acquire Egreetings Network" is attached hereto as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits

~~Exhibits~~Exhibit Number Description ------- ----------- 99.1 ~~Press~~Agreement ~~Release~~and ~~dated~~Plan ~~October~~of 25Merger, ~~2000~~dated ~~regarding~~as ~~Egreetings~~of ~~Network~~February ~~Inc.'s~~5, ~~announcement~~2001 ofby ~~its~~and ~~appointment~~among ofAmericanGreetings.com, ~~Andrew~~Inc., ~~Moley~~American asPie ~~Egreetings'~~Acquisition ~~Chief~~Corporation ~~Executive Officer, President~~ and ~~member~~Egreetings ofNetwork, ~~the~~Inc. ~~Board~~99.2 ofPress ~~Directors~~Release ~~and~~dated ~~Gordon~~February ~~Tucker's~~5, ~~resignation~~2001.

3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EGREETINGS NETWORK, INC. Dated: February 5, 2001 By: /s/ KIRSTEN MELLOR ------------------------------------- Kirsten Mellor General Counsel and Secretary 4 EXHIBIT INDEX

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