-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ezl7mlOt2s3t/SgrohNYmJ0LTvrargbJmYHghgoAnWiNDKBXZnKrM5Nd/AnOyOOK 8wE0EfYbtjA+n1omdMBVtw== 0000912057-02-018908.txt : 20020507 0000912057-02-018908.hdr.sgml : 20020507 ACCESSION NUMBER: 0000912057-02-018908 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020507 EFFECTIVENESS DATE: 20020507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 24/7 MEDIA INC CENTRAL INDEX KEY: 0001062195 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 133995672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-87714 FILM NUMBER: 02636494 BUSINESS ADDRESS: STREET 1: 1250 BROADWAY STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122317100 MAIL ADDRESS: STREET 1: 1250 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10001 S-8 1 a2079096zs-8.txt S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 2002 REGISTRATION NO. 333-_______ ================================================================================ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- 24/7 REAL MEDIA, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-3995672 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION INCORPORATION OR ORGANIZATION) NUMBER) 1250 BROADWAY NEW YORK, NEW YORK 10001 (212) 231-7100 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ------------------------- DAVID J. MOORE CHIEF EXECUTIVE OFFICER 24/7 REAL MEDIA, INC. 1250 BROADWAY NEW YORK, NEW YORK 10001 (212) 231-7100 FAX (212) 760-1774 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------------------------- COPIES OF ALL COMMUNICATIONS TO: RONALD R. PAPA, ESQ, PROSKAUER ROSE LLP 1585 BROADWAY NEW YORK, NEW YORK 10036-8299 (212) 969-3000 FAX (212) 969-2900 --------------------------------- ================================================================================ CALCULATION OF REGISTRATION FEE
========================================================================================================================= TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION PER SHARE PRICE FEE - ------------------------------------------------------------------------------------------------------------------------- COMMON STOCK, PAR VALUE $.01 PER SHARE 3,000,000 SHARES(1) $0.25(3) $750,000(2) $69.00 =========================================================================================================================
(1) THE MAXIMUM NUMBER OF SHARES AS TO WHICH AWARDS MAY BE GRANTED UNDER THE 2002 EQUITY COMPENSATION PLAN. PURSUANT TO RULE 416, THERE ARE ALSO BEING REGISTERED SUCH ADDITIONAL INDETERMINATE NUMBER OF SHARES AS MAY BE REQUIRED TO COVER POSSIBLE ADJUSTMENTS UNDER THE 2002 EQUITY COMPENSATION PLAN. (2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE PURSUANT TO RULE 457(H) CALCULATED ON THE BASIS OF THE AVERAGE OF THE HIGH AND LOW SALE PRICES OF THE COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON MAY 3, 2002. (3) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE PURSUANT TO RULE 457(C) CALCULATED ON THE BASIS OF THE AVERAGE OF THE HIGH AND LOW SALE PRICES OF THE COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON MAY 3, 2002. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. ------- ---------------------------------------- THE FOLLOWING DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY 24/7 REAL MEDIA, INC., A DELAWARE CORPORATION (THE "CORPORATION" OR THE "REGISTRANT"), ARE INCORPORATED HEREIN BY REFERENCE: (a) The Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 0-29768). (b) The Corporation's current report on Form 8-K announcing the sale of its email business to 24/7 Mail, Inc. a subsidiary of Navant on May 3, 2002 (File No. 1-14355) (c) THE DESCRIPTION OF THE CORPORATION'S COMMON STOCK, PAR VALUE $.01 PER SHARE, CONTAINED IN THE CORPORATION'S FORM 8-A FILED ON JULY 28, 1998 (File No. 1-14355). ALL DOCUMENTS SUBSEQUENTLY FILED BY THE CORPORATION PURSUANT TO SECTIONS 13(a), 13(c), 14, AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT"), PRIOR TO THE FILING OF A POST-EFFECTIVE AMENDMENT WHICH INDICATED THAT ALL REMAINING SECURITIES OFFERED HAVE BEEN SOLD OR WHICH DE-REGISTERS ALL SECURITIES THEN REMAINING UNSOLD, SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT AND TO BE PART THEREOF FROM THE DATE OF FILING SUCH DOCUMENTS. ANY STATEMENT IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR THE PURPOSES OF THIS REGISTRATION STATEMENT TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT WHICH ALSO IS OR IS DEEMED TO BE INCORPORATED BY REFERENCE HEREIN MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT. ITEM 4. DESCRIPTION OF SECURITIES. ------- -------------------------- SEE ITEM 1 ABOVE. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. ------ ------------------------------------- NOT APPLICABLE. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ------- ------------------------------------------ 2 THE CORPORATION'S CERTIFICATE OF INCORPORATION PROVIDES THAT THE CORPORATION SHALL, TO THE FULL EXTENT PERMITTED BY LAW, INDEMNIFY ANY PERSON WHO IS OR WAS A DIRECTOR, OFFICER, INCORPORATOR, EMPLOYEE OR AGENT OF THE CORPORATION AGAINST LIABILITY ARISING BY REASON OF THE FACT THAT SUCH PERSON IS OR WAS A DIRECTOR, OFFICER, INCORPORATOR, EMPLOYEE OR AGENT OF THE CORPORATION, PROVIDED THAT SUCH PERSON ACTED IN GOOD FAITH AND IN A MANNER HE OR SHE REASONABLY BELIEVED WAS NOT OPPOSED TO THE BEST INTERESTS OF THE CORPORATION. ARTICLE EIGHTH OF THE CORPORATION'S CERTIFICATE OF INCORPORATION PROVIDES THAT A NO DIRECTOR OF THE CORPORATION SHALL BE LIABLE TO THE CORPORATION OR ITS STOCKHOLDERS FOR MONETARY DAMAGES FOR BREACH OF FIDUCIARY DUTY AS A DIRECTOR, TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY THE LAWS OF THE STATE OF DELAWARE. ITEM 8. EXHIBITS. ------- --------- 4.1 CERTIFICATE OF INCORPORATION OF THE CORPORATION (INCORPORATED BY REFERENCE TO EXHIBIT 3.1 TO THE CORPORATION'S REGISTRATION STATEMENT ON FORM S-1(REGISTRATION NO. 333-56085)) *4.2 2002 Equity Compensation Plan *5 OPINION OF PROSKAUER ROSE LLP *23.1 CONSENT OF KPMG LLP *23.2 CONSENT OF PROSKAUER ROSE LLP (INCLUDED IN EXHIBIT 5) 24 POWERS OF ATTORNEY: INCLUDED ON PAGE II-5 - ----------------------- * FILED HEREWITH. ITEM 9. UNDERTAKINGS. ------- ------------- (a) THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES: (1) TO FILE, DURING ANY PERIOD IN WHICH OFFERS OR SALES ARE BEING MADE, A POST-EFFECTIVE AMENDMENT TO THIS REGISTRATION STATEMENT; (i) TO INCLUDE ANY PROSPECTUS REQUIRED BY SECTION 10(a)(3) OF THE SECURITIES ACT OF 1933; 3 (ii) TO REFLECT IN THE PROSPECTUS ANY FACTS OR EVENTS ARISING AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (OR THE MOST RECENT POST-EFFECTIVE AMENDMENT THEREOF) WHICH, INDIVIDUALLY OR IN THE AGGREGATE, REPRESENT A FUNDAMENTAL CHANGE IN THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT. NOTWITHSTANDING THE FOREGOING, ANY INCREASE OR DECREASE IN VALUE OF SECURITIES OFFERED (IF JUST THE DOLLAR VALUE OF SECURITIES OFFERED WOULD NOT EXCEED THAT WHICH WAS REGISTERED) AND ANY DEVIATION FROM THE LOW OR HIGH END OF THE ESTIMATED MAXIMUM OFFERING RANGE MAY BE REFLECTED IN THE FORM OF PROSPECTUS FILED WITH THE COMMISSION PURSUANT TO RULE 424(b) IF, IN THE AGGREGATE, THE CHANGES IN VOLUME OR PRICE REPRESENT NO MORE THAN A 20% CHANGE IN THE MAXIMUM AGGREGATE OFFERING PRICE SET FORTH IN THE "CALCULATION OF REGISTRATION FEE" TABLE IN THE EFFECTIVE REGISTRATION STATEMENT; (iii) TO INCLUDE ANY MATERIAL INFORMATION WITH RESPECT TO THE PLAN OF DISTRIBUTION NOT PREVIOUSLY DISCLOSED IN THE REGISTRATION STATEMENT OR ANY MATERIAL CHANGE TO SUCH INFORMATION IN THE REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT PARAGRAPHS (a)(1)(i) AND (a)(1)(ii) DO NOT APPLY IF THE REGISTRATION STATEMENT IS ON FORM S-3, FORM S-8 OR FORM F-3, AND THE INFORMATION REQUIRED TO BE INCLUDED IN A POST-EFFECTIVE AMENDMENT BY THOSE PARAGRAPHS IS CONTAINED IN PERIODIC REPORTS FILED WITH OR FURNISHED TO THE COMMISSION BY THE REGISTRANT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 THAT ARE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT. (2) THAT, FOR THE PURPOSE OF DETERMINING ANY LIABILITY UNDER THE SECURITIES ACT OF 1933, EACH SUCH POST-EFFECTIVE AMENDMENT SHALL BE DEEMED TO BE A NEW REGISTRATION STATEMENT RELATING TO THE SECURITIES OFFERED THEREIN, AND THE OFFERING OF SUCH SECURITIES AT THE TIME SHALL BE DEEMED TO BE THE INITIAL BONA FIDE OFFERING THEREOF. (3) TO REMOVE FROM REGISTRATION BY MEANS OF A POST-EFFECTIVE AMENDMENT ANY OF THE SECURITIES BEING REGISTERED WHICH REMAIN UNSOLD AT THE TERMINATION OF THE OFFERING. (b) THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES THAT, FOR PURPOSES OF DETERMINING ANY LIABILITY UNDER THE SECURITIES ACT OF 1933, EACH FILING OF THE REGISTRANT'S ANNUAL REPORT PURSUANT TO SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 THAT IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT SHALL BE DEEMED TO BE A NEW REGISTRATION STATEMENT RELATING TO THE SECURITIES OFFERED THEREIN, AND THE OFFERING OF SUCH SECURITIES AT THAT TIME SHALL BE DEEMED TO BE THE INITIAL BONA FIDE OFFERING THEREOF. 4 (c) INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF THE REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS, OR OTHERWISE, THE REGISTRANT HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS, THEREFORE, UNENFORCEABLE. IN THE EVENT THAT A CLAIM FOR INDEMNIFICATION AGAINST SUCH LIABILITIES (OTHER THAN THE PAYMENT BY THE REGISTRANT OF EXPENSES INCURRED OR PAID BY A DIRECTOR, OFFICER OR CONTROLLING PERSON OF THE REGISTRANT IN THE SUCCESSFUL DEFENSE OF ANY ACTION, SUIT OR PROCEEDING) IS ASSERTED BY SUCH DIRECTOR, OFFICER OR CONTROLLING PERSON IN CONNECTION WITH THE SECURITIES BEING REGISTERED, THE REGISTRANT WILL, UNLESS IN THE OPINION OF ITS COUNSEL THE MATTER HAS BEEN SETTLED BY CONTROLLING PRECEDENT, SUBMIT TO A COURT OF APPROPRIATE JURISDICTION THE QUESTION WHETHER SUCH INDEMNIFICATION BY IT IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE. 5 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK ON MAY 7, 2002. 24/7 REAL MEDIA, INC. BY: /s/ David J. Moore ------------------ NAME: DAVID J. MOORE TITLE: CHIEF EXECUTIVE OFFICER POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DAVID J. MOORE AND MARK E. MORAN, OR EITHER OF THEM, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RE-SUBSTITUTION, TO ACT, WITHOUT THE OTHER, FOR HIM AND IN HIS NAME, PLACE, AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN A REGISTRATION STATEMENT ON FORM S-8 OF 24/7 REAL MEDIA, INC. AND ANY OR ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) THERETO, RELATING TO THE REGISTRATION, UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF SHARES OF COMMON STOCK OF THE CORPORATION TO BE ISSUED PURSUANT TO THE CORPORATION'S 2002 Equity Compensation Plan AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULL TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, OR ANY OF THEM, THEIR SUBSTITUTE OR SUBSTITUTES MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED AS OF MAY 7, 2002. 6
SIGNATURES TITLE ---------- ----- /s/ DAVID J. MOORE CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE - ------------------ BOARD (PRINCIPAL EXECUTIVE OFFICER) DAVID J. MOORE /s/ ARNIE SEMSKY DIRECTOR - ---------------- ARNIE SEMSKY /s/ RICHARD BURNS DIRECTOR - ----------------- RICHARD BURNS /s/ PHILIPP GERBERT DIRECTOR - ------------------- PHILIPP GERBERT /s/ ROBERT J. PERKINS DIRECTOR - --------------------- ROBERT J. PERKINS /s/ MORITZ F. WUTTKE DIRECTOR - -------------------- MORITZ F. WUTTKE /s/ NORMAN M. BLASHKA EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL - --------------------- OFFICER NORMAN M. BLASHKA (PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)
7 EX-4.2 3 a2079096zex-4_2.txt EXHIBIT 4.2 EXHIBIT 4.2 24/7 Real Media, Inc. 2002 Equity Compensation Plan Dated April 22, 2002 The purpose of this 24/7 Real Media, Inc. 2002 Equity Compensation Plan (the "Plan") is to enable 24/7 Real Media, Inc. (the "Company") to offer and issue to certain employees, former employees, advisors and consultants of the Company and its affiliates common stock of the Company in payment of amounts owed by the Company to such third parties. 1. The aggregate number of shares of common stock that may be issued pursuant to the Plan shall not exceed 3,000,000 shares. 2. The Company may from time to time issue to employees, former employees, advisors and consultants to the Company or its affiliates shares of common stock of the Company in payment or exchange for or in settlement or compromise of amounts due by the Company to such persons for goods sold and delivered or to be delivered or services rendered or to be rendered. 3. Shares of common stock issued pursuant to the Plan shall be issued at a price per share of not less than eighty-five percent (85%) of the fair market value per share on the date of issuance and on such other terms and conditions as determined by the Company. 4. The Chief Executive Officer of the Company shall be authorized to issue shares pursuant to and in accordance with the terms of the Plan, provided that all issuances shall be co-authorized by at least one of the President, any Executive Vice President, the Chief Financial Officer or the General Counsel. 5. This Plan may be amended at any time by the Company. EX-5 4 a2079096zex-5.txt EXHIBIT 5 EXHIBIT 5 MAY 7, 2002 THE BOARD OF DIRECTORS 24/7 MEDIA, INC. 1250 BROADWAY NEW YORK, NEW YORK 10001 DEAR SIRS: WE ARE ACTING AS COUNSEL TO 24/7 REAL MEDIA, INC., A DELAWARE CORPORATION (THE "COMPANY"), IN CONNECTION WITH THE REGISTRATION STATEMENT ON FORM S-8 WITH EXHIBITS THERETO (THE "REGISTRATION STATEMENT") FILED BY THE COMPANY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, RELATING TO THE REGISTRATION OF 3,000,000 SHARES (THE "SHARES") OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF THE COMPANY. THE SHARES ARE TO BE ISSUED BY THE COMPANY UPON THE GRANT OF SHARES PURSUANT TO THE COMPANY'S 2002 EQUITY COMPENSATION PLAN. AS SUCH COUNSEL, WE HAVE PARTICIPATED IN THE PREPARATION OF THE REGISTRATION STATEMENT, AND HAVE REVIEWED THE CORPORATE PROCEEDINGS IN CONNECTION WITH THE ADOPTION OF THE COMPANY'S 2002 EQUITY COMPENSATION PLAN, AND HAVE ALSO EXAMINED AND RELIED UPON ORIGINALS OR COPIES, CERTIFIED OR OTHERWISE AUTHENTICATED TO OUR SATISFACTION, OF ALL SUCH CORPORATE RECORDS, DOCUMENTS, AGREEMENTS, AND INSTRUMENTS RELATING TO THE COMPANY, AND CERTIFICATES OF PUBLIC OFFICIALS AND OF REPRESENTATIVES OF THE COMPANY, AND HAVE MADE SUCH INVESTIGATIONS OF LAW, AND HAVE DISCUSSED WITH REPRESENTATIVES OF THE COMPANY AND SUCH OTHER PERSONS SUCH QUESTIONS OF FACT, AS WE HAVE DEEMED PROPER AND NECESSARY AS A BASIS FOR RENDERING THIS OPINION. BASED UPON, AND SUBJECT TO, THE FOREGOING, WE ARE OF THE OPINION THAT THE SHARES ARE DULY AUTHORIZED AND, UPON GRANT OF THE SHARES IN ACCORDANCE WITH THE TERMS OF THE COMPANY'S 2002 EQUITY COMPENSATION PLAN, AS THE CASE MAY BE, AGAINST PAYMENT OF THE EXERCISE PRICE THEREFOR (AS APPLICABLE), SUCH SHARES WILL BE, ASSUMING NO CHANGE IN THE APPLICABLE LAW OR PERTINENT FACTS, VALIDLY ISSUED, FULLY PAID, AND NON-ASSESSABLE. 1 WE HEREBY CONSENT TO THE FILING OF THIS OPINION AS EXHIBIT 5 TO THE REGISTRATION STATEMENT. IN GIVING THE FOREGOING CONSENT, WE DO NOT ADMIT THAT WE ARE IN THE CATEGORY OF PERSONS WHOSE CONSENT IS REQUIRED UNDER SECTION 7 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION PROMULGATED THEREUNDER. VERY TRULY YOURS, /s/ PROSKAUER ROSE LLP ---------------------- PROSKAUER ROSE LLP 2 EX-23.1 5 a2079096zex-23_1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to incorporation by reference in the registration statement on Form S-8 of 24/7 Real Media, Inc. of our report dated March 29, 2002, relating to the consolidated balance sheets of 24/7 Real Media, Inc. and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity and comprehensive income (loss) and cash flows for each of the years in the three-year period ended December 31, 2001, which report appears in the December 31, 2001 annual report on Form 10-K of 24/7 Real Media, Inc. Our report dated March 29, 2002, contains an explanatory paragraph that states that the Company has suffered recurring losses from operations since inception and has a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty. /s/ KPMG LLP New York, New York May 7, 2002 -----END PRIVACY-ENHANCED MESSAGE-----