UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.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): ~~August 15, 2005~~

September 1, 2005

Intermix Media, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

000-26355

06-1556248

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

6060 Center Drive, Suite #300

Los Angeles, California

90045

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (310) 215-1001

(Former name or former address, if changed since last report): Not applicable.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On August 15 30, 2005 a purported class action lawsuit captioned, John Friedmann v. Intermix Media, Inc. (et. al., Case No. BC339083 was filed in the ~~“Company”)~~California ~~issued~~Superior aCourt, ~~press~~County ~~release~~of ~~announcing~~Los ~~its~~Angeles, ~~financial~~against us, ~~results~~our ~~for~~Chief Executive Officer, our President, the ~~three~~remaining ~~months~~members ~~ended~~of ~~June 30~~our board of directors and entities affiliated with our largest stockholder, ~~2005~~VantagePoint Venture Partners. AThe ~~copy~~complaint alleges that in pursuing an acquisition of Intermix by Fox Interactive Media and approving the ~~press~~associated ~~release~~merger isagreement, ~~furnished~~the asdefendants ~~Exhibit~~breached 99their fiduciary duties to our public stockholders by, among other things, failing to solicit alternative transactions, failing to maximize the value of Intermix to our public stockholders, undervaluing Intermix and our subsidiary, MySpace, Inc.1, structuring the transaction so that our stockholders would not receive a change of control premium and engaging in self dealing. The complaint seeks an injunction preventing the completion of the merger, an order directing our directors to ~~this~~exercise ~~report~~their fiduciary duties to obtain a transaction in the best interests of our stockholders, rescission of the proposed merger to the extent already implemented and reasonable costs and attorneys’ fees.

InOn ~~accordance~~August 26, 2005 ~~with~~a ~~General~~similar ~~Instruction~~purported Bclass action lawsuit captioned Ron Sheppard v.2 ofRichard ~~Form~~Rosenblatt ~~8-K~~et. al., ~~the~~was ~~information~~filed in ~~this~~the ~~Current~~California ~~Report~~Superior onCourt, ~~Form~~County ~~8-K~~of Los Angeles, ~~including~~also ~~Exhibit~~naming 99as defendants our Chief Executive Officer, Richard M.1 Rosenblatt, ~~shall~~our ~~not~~President, beBrett ~~deemed~~Brewer, tothe beremaining ~~“filed”~~members ~~for~~of ~~purposes~~our board of ~~Section~~directors 18and entities affiliated with our largest stockholder, VantagePoint Venture Partners. The complaint similarly alleges that in pursuing an acquisition of ~~the~~Intermix ~~Securities~~by ~~Exchange~~Fox ~~Act~~Interactive Media and approving the merger agreement, the defendants breached their fiduciary duties to the holders of ~~1934~~our common stock by, asamong ~~amended~~other (things, engaging in self-dealing, approving a transaction in which the ~~“Exchange~~holders ~~Act”)~~of our preferred stock are favored at the expense of Intermix’ common stockholders, orfailing ~~otherwise~~to ~~subject~~obtain the highest price reasonably available for Intermix and its stockholders, seeking to ~~liability~~terminate ~~pursuant~~the standing of certain stockholders to ~~that~~maintain ~~section~~a derivative claim against the defendants, obtaining greater indemnification protection for alleged prior misconduct of our officers and ~~shall~~directors ~~not~~at bethe ~~incorporated~~expense byof ~~reference~~our ~~into~~common ~~any~~stockholders ~~registration~~and ~~statement~~agreeing orto ~~other~~the ~~document~~termination ~~filed~~fee ~~under~~provisions in the merger ~~Securities~~agreement. ~~Act~~The complaint further alleges that the merger agreement resulted from a flawed process and that the defendants tailored the terms of ~~1933,~~the asmerger ~~amended,~~to oradvance their own interests. The complaint seeks an injunction preventing the ~~Exchange~~completion ~~Act~~of the merger, ~~except~~an asorder ~~shall~~directing beour ~~expressly~~directors ~~set~~to ~~forth~~exercise bytheir ~~specific~~fiduciary ~~reference~~duties to obtain a transaction in ~~such~~the ~~filing~~best interests of our stockholders, rescission of the proposed merger to the extent already implemented and reasonable costs and attorneys’ fees.

ToIn ~~supplement~~addition to the ~~reported~~foregoing, ~~financial~~a ~~results,~~complaint asentitled Brad ~~determined~~Greenspan inv. ~~accordance~~Alan ~~with~~Salzman, ~~generally~~et. ~~accepted~~al., ~~accounting~~Case ~~principles~~No. ~~(“GAAP”)~~BC338786, ~~the~~was ~~press release~~filed ~~presents~~in athe ~~non-GAAP~~California ~~financial~~Superior ~~measure~~Court, ~~“EBITDA”~~Los ~~(net~~Angeles ~~income~~against ~~before~~our ~~interest~~Chief Executive Officer, ~~taxes~~our President, ~~depreciation~~certain of our other current and ~~amortization~~former ~~expenses).~~officers Weand ~~believe~~directors, ~~that~~entities affiliated ~~the~~with ~~use~~our oflargest ~~EBITDA~~stockholder, ~~enhances~~VantagePoint ~~the~~Venture ~~overall~~Partners ~~understanding~~and certain principals of ~~the~~VantagePoint ~~Company’s~~Venture ~~financial performance~~Partners The complaint, for ~~the~~breach ~~reasons~~of ~~described~~fiduciary induty, ~~the~~includes ~~press~~substantially ~~release.~~the Assame ~~required~~allegations made by ~~the~~Mr. Greenspan ~~Securities~~in previously filed and ~~Exchange~~disclosed ~~Commission~~lawsuits, ~~EBITDA~~namely isthat ~~reconciled~~defendants entered into a conspiracy to ~~net~~consummate ~~income~~our ~~(loss)~~sale of Series C Preferred Stock to VantagePoint in ~~the~~October ~~press~~2003 ~~release~~and to remove Mr. Greenspan from a controlling role in Intermix, thereby furthering defendants’ own interests at the expense of those

~~Item~~ of 9us and our stockholders, including Mr.01 Greenspan’s minority interest. ~~Financial~~Mr. Greenspan ~~Statements~~further alleges that defendants’ actions have now culminated in the loss of Mr. Greenspan’s interest in Intermix for a cash payment allegedly below its value. Mr. Greenspan seeks compensatory and ~~Exhibits~~consequential damages, punitive damages, fees and costs, injunctive relief and other remedies.

(c)		Exhibits.		Description
		99.1		Press release issued by Intermix Media, Inc. on August 15, 2005.

The time for the defendants to respond to the complaints described above has not yet expired and, to date, no motions have been filed by any of the parties to the lawsuit. We believe the lawsuits described above are meritless and we intend to vigorously defend against the claims and allegations in the complaints. Defending these actions may require significant attention and resources of management and, regardless of the outcome, result in significant legal expenses. Furthermore, one of the conditions to the closing of the merger is that there is no injunction issued by any court preventing the consummation of the merger. While we believe the claims made in the complaints are without merit, no assurance can be given that the purported class action lawsuits discussed above will not result in such an injunction being issued, which could prevent or delay the closing of the merger.

~~SIGNATURE~~IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC

~~Pursuant~~Intermix has filed a proxy statement in connection with the proposed merger, which has been mailed to Intermix’s stockholders. This Current Report on Form 8-K is expressly incorporated by reference into the ~~requirements~~proxy statement. Intermix’s stockholders are urged to read the proxy statement in its entirety and any other relevant materials when they become available as they contain important information about the merger and Intermix. Investors and security holders may obtain free copies of these documents – and other documents filed with the Securities and Exchange ~~Act~~Commission of(the ~~1934~~“SEC”) – at the SEC’s Web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the ~~Registrant~~documents ~~has~~filed ~~duly~~with ~~caused~~the ~~this~~SEC ~~report~~by Intermix by going to beIntermix’s ~~signed~~Investor Relations page on its ~~behalf~~corporate byWeb ~~the undersigned~~site ~~hereunto~~at ~~duly authorized~~www.intermix.com.

Date: August 18, 2005	Intermix Media, Inc.
	By:	/s/ Christopher Lipp
		Christopher Lipp
		Senior Vice President General Counsel and Secretary

Intermix and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. A description of any interests that Intermix’s officers and directors have in the merger is available in the proxy statement. Information regarding Intermix’s directors and executive officers is contained in Intermix’s Annual Report on Form 10-K/A for the year ended December 31, 2004, which is filed with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov or by going to Intermix’s corporate website at www.intermix.com.

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.


Date: September 1, 2005	Intermix Media, Inc.

	By:	/s/ Christopher Lipp
		Christopher Lipp Sr. Vice President & General Counsel

Filing Compare · Intermix Media, Inc.