-----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, HfdzqbzYOEHMohkjP+ieoeZETj/CQ5M6TcMItxNaNYDEG5FqkPcVRzKNDyhN9c/D DrfK3qD326edCiN/S4wqiQ== 0000912057-01-007030.txt : 20010307 0000912057-01-007030.hdr.sgml : 20010307 ACCESSION NUMBER: 0000912057-01-007030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010228 ITEM INFORMATION: FILED AS OF DATE: 20010301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESYNCH CORP/CA CENTRAL INDEX KEY: 0000859915 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 870461856 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26790 FILM NUMBER: 1558780 BUSINESS ADDRESS: STREET 1: 15502 MOSHER AVE CITY: TUSTIN STATE: CA ZIP: 92710 BUSINESS PHONE: 9498331220 MAIL ADDRESS: STREET 1: 15502 MOSHER AVE CITY: TUSTIN STATE: CA ZIP: 92710 FORMER COMPANY: FORMER CONFORMED NAME: INNOVUS CORP DATE OF NAME CHANGE: 19941004 FORMER COMPANY: FORMER CONFORMED NAME: TRI NEM INC DATE OF NAME CHANGE: 19930328 8-K 1 a2040376z8-k.txt 8-K 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 February 28, 2001 ----------------- Date of Report (Date of earliest event reported) ESYNCH CORPORATION ------------------ (Exact name of Registrant as specified in its charter) Delaware 0-26790 87-0461856 -------- ------- ---------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification Incorporation) No.) 15502 Mosher Avenue Tustin, CA 92780 ------------------------ (Address of principal executive offices) (Zip Code) (714) 258-1900 -------------- (Registrant's telephone number, including area code) Not applicable ---------------- (Former name or address, if changed since last report.) Item 5. Other Events On February 28, 2001, eSynch Corporation announced that its Board of Directors had established February 28, 2001 as the date of record for the meeting for approval of the proposed merger with Streamedia Communications, Inc. of New York. The place and time of the meeting will be announced at a later date. According to terms of the letter of intent announced on January 24, 2001, eSynch will become a wholly owned subsidiary of Streamedia in order to preserve eSynch's established branding within the industry. Together, the combined companies will provide a single source for clients seeking superior streaming media services, including hosting, Web design, encoding, distribution, and customized site development. No assurances are intended that the transaction will be consummated or that the transaction if consummated will result in actual cost savings, synergies or improvements. This is not an offer of securities. No proxies or approvals are solicited hereby. Disclosure information for this planned transaction will be filed with the S E C. promptly after a definitive agreement is reached, if ever. Thereafter it can be obtained from us or the S.E.C. and should be studied carefully for all relevant information. 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. ESYNCH CORPORATION Date: February 28, 2001 By: /s/ Thomas C. Hemingway ---------------------------- Thomas C. Hemingway, Chief Executive Officer EXHIBIT INDEX ------------- Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Press Release dated February 28, 2001. EX-99.1 2 a2040376zex-99_1.txt EXHIBIT 99.1 eSynch Board of Directors Sets Record Date for Proposed Streamedia Merger TUSTIN, Calif., Feb. 28, 2001 -- eSynch Corporation (OTC BB: ESYN), a pioneer of integrated video tools and services for the streaming media and video-on-demand markets, today announced that its Board of Directors has established February 28, 2001 as the date of record for the meeting for approval of the proposed merger with Streamedia Communications, Inc., (NASDAQ: SMIL) New York. The place and time of the meeting will be announced at a later time. According to terms of the letter of intent announced on January 24, 2001, eSynch will become a wholly owned subsidiary of Streamedia in order to preserve eSynch's established branding within the industry. Together, the combined companies will provide a single source for clients seeking superior streaming media services, including hosting, Web design, encoding, distribution, and customized site development. "This merger is consistent with eSynch's continued focus on building critical mass in the streaming media arena," said Tom Hemingway, chief executive officer of eSynch. "Mutually beneficial to the shareholders, customers, and partners of both companies, our combined assets will increase our presence in key markets and accelerate our growth strategy." The consummation of the proposed merger is subject to various risks and conditions including approval by the boards of directors and shareholders of each company. These risks are and will be detailed, from time to time, in eSynch's filings with the Securities and Exchange Commission, including Form 10-KSB for the year ended Dec. 31, 1999 and subsequent Forms 10-QSB, 10-KSB, and 8-K. About eSynch eSynch Corporation (OTC Bulletin Board: ESYN), founded in 1994, is a leading provider of video delivery tools, streaming media services, and software utilities. eSynch's flagship products include SiteStreamer, an advanced software solution that allows Web sites to stream video in a more intelligent, fully branded environment; ChoiceCaster, the first all-in-one broadband media player; and KISSCO software utilities. For more information, please visit HTTP://WWW.ESYNCH.COM/. About Streamedia Streamedia Communications, Inc. (TM) (NASDAQ: SMIL, SMILW; BOS: STA, STAW), located at WWW.STREAMEDIA.NET, is a dynamic broadband services company that redefines how businesses communicate utilizing the power of the Internet and streaming media. As part of its overall streaming solution, Streamedia conceptualizes and designs its clients' IT infrastructure to optimize their streaming strategy as well as provide web design, application development, third-party technology integration, encoding and hosting services. The company has been referenced by U.S. Bancorp Piper Jaffray, whose analysts concluded that "streaming media is the next macro growth driver on the Internet ... the Internet of tomorrow (two to five years) will resemble television of today in terms of audio and video quality, while enabling users to control the media viewing experience." The research report is located at: HTTP://WWW.GOTOANALYSTS.COM/PIPERPUBLIC/GOTO/FEATURE_STREAMINGMEDIA.ASP. Safe Harbor Statement Statements herein express management's beliefs and expectations regarding future performance and are forward-looking and involve risks and uncertainties, including, but not limited to, the ability to negotiate outstanding prior debts of acquired companies; properly identify acquisition partners; adequately perform due diligence; manage and integrate acquired businesses; react to quarterly fluctuations in results; raise working capital and secure other financing; respond to competition and rapidly changing technology; deal with market and stock price fluctuations; and other risks. These risks are and will be detailed, from time to time, in eSynch's Securities and Exchange Commission filings, including Form 10-KSB for the year ended Dec. 31, 1999 and subsequent Forms 10-QSB and 8-K. Actual results may differ materially from management's expectations. ### STREAMEDIA CONTACT: ESYNCH CONTACT: - ------------------- --------------- John Smith Leslie Drechsler Streamedia eSynch Corporation 212-445-1700 Marketing Communications 714-258-1900, ext. 356 jsmith@streamedia.net ldrechsler@esynch.com -----END PRIVACY-ENHANCED MESSAGE-----