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 1426, 2004 (Date of Report)

Network Commerce Inc.
(Exact Name of Registrant as Specified in its Charter)

Washington	0-26707	91-1628103
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification Number)

411 First Avenue South
Suite 200 N
Seattle, WA 98104
(Address of Principal Executive Offices, including zip)

(206) 223-1996
(Registrant's Telephone Number, including area code)

Item 3. Bankruptcy or Receivership

On January 13, 2004, Network Commerce Inc., a Washington corporation ("“Network Commerce"”), ~~has~~ filed ~~its~~a revised, proposed Liquidating Plan of Reorganization (the “Plan”) and a revised, proposed Disclosure Statement (the “Disclosure Statement”) with the United States Bankruptcy Court for the Western District of Washington (the “Bankruptcy Court”)(Case No. 02-23396). A copy of the ~~proposed Liquidating~~ Plan ~~of Reorganization~~ is attached hereto as Exhibit 99.1. A copy of the Disclosure Statement is attached hereto as Exhibit 99.2.

On AsJanuary ~~described~~15, in2004, the ~~proposed~~Bankruptcy ~~Liquidating~~Court ~~Plan~~issued ofan ~~Reorganization~~order ~~and~~(the “Order”) approving the Disclosure Statement, ifand ~~the~~setting ~~Plan~~a ishearing ~~confirmed~~date byfor ~~an order of~~ the Bankruptcy Court,’s consideration ~~the~~of ~~interests~~confirmation of ~~holders~~the ofproposed ~~shares~~Plan. ofPursuant ~~stock~~to inthe ~~Network~~Order, Network Commerce ~~will~~has bemailed ~~deemed~~a ~~canceled~~Notice ~~upon~~of ~~the effective~~Hearing ~~date~~on Confirmation of ~~such~~Debtor’s ~~order~~Liquidating ~~and~~Plan of ~~such~~Reorganization ~~holders~~(the ~~will~~“Notice”), ~~receive~~together ~~nothing~~with ~~under~~ the proposed Plan ~~for~~and ~~their~~the approved ~~equity~~Disclosure ~~interests. As~~Schedule ~~such, holders~~to ofall ~~shares~~creditors ofand ~~stock~~other ~~Network~~parties ~~Commerce~~in ~~are~~interest ~~deemed~~as todescribed in ~~have~~the ~~rejected~~Order. A copy of the ~~Plan~~Notice ~~and~~is ~~are~~attached ~~not~~hereto ~~entitled~~as toExhibit ~~vote~~99.3.

The A hearing onto consider confirmation of the ~~Disclosure~~proposed ~~Statement~~Plan is scheduled for 10:30 a.m., ~~PDT~~PST, on Thursday, ~~January~~February 1512, 2004, before the Honorable Philip H. Brandt, at 1200 Sixth Avenue, 309 Park Place Building, Seattle, WA 98101. A ~~copy~~Pursuant ofto the Order, signed ballots ~~"Notice~~accepting ofor rejecting the Plan must be received by counsel to Network Commerce no later ~~Hearing~~than onFebruary ~~Debtor's~~5, ~~Disclosure~~2004, ~~Statement"~~at is4:30 ~~attached~~p.m. ~~hereto~~(PST), and any objections to the Plan must be in writing and served as ~~Exhibit~~described 99in the Notice no later than February 5, 2004, at 4:30 p.3m. (PST).

As described in the proposed Plan, if the Plan is confirmed by an order of the Bankruptcy Court, the interests of holders of shares of stock in Network Commerce will be deemed canceled upon the Effective Date of the Plan and such holders will receive nothing under the Plan for their equity interests. As such, holders of shares of stock Network Commerce are deemed to have rejected the Plan and are not entitled to vote on its approval or rejection.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

99.1 In re Network Commerce, Inc. - Debtor's Liquidating Plan of Reorganization

99.2 In re Network Commerce, Inc. - Debtor's Disclosure Statement

99.13 In re Network Commerce, Inc. - Notice of Hearing on Debtor's ~~Disclosure~~Liquidating ~~Statement~~Plan of Reorganization

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

January 1426, 2004 NETWORK COMMERCE INC. By: /s/ N. Scott Dickson N. Scott Dickson Chief Executive Officer and Chief Financial Officer

Filing Compare · NETWORK COMMERCE INC