<SEC-DOCUMENT>0000912057-01-535065.txt : 20011019
<SEC-HEADER>0000912057-01-535065.hdr.sgml : 20011019
ACCESSION NUMBER:		0000912057-01-535065
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20011001
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20011011

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AGENCY COM LTD
		CENTRAL INDEX KEY:			0001086403
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				133808969
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-28293
		FILM NUMBER:		1756547

	BUSINESS ADDRESS:	
		STREET 1:		20 EXCHANGE PL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10005
		BUSINESS PHONE:		2123588220

	MAIL ADDRESS:	
		STREET 1:		20 EXCHANGE PL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10005
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2060850z8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                       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)        October 1, 2001
                                                  ------------------------------


                                 AGENCY.COM LTD.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

                                    DELAWARE
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

              000-28293                                    13-3808969
----------------------------------------       ---------------------------------
        (Commission File Number)               (IRS Employer Identification No.)

  20 EXCHANGE PLACE, NEW YORK, NEW YORK                      10038
----------------------------------------       ---------------------------------
(Address of principal executive offices)                   (Zip Code)

                                 (212) 358-8220
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


<PAGE>

ITEM 5.       CHANGE IN CONTROL OF REGISTRANT

         On May 14, 2001, Chan Suh, Kyle Shannon and Ken Trush, each a director
and executive officer of AGENCY.COM Ltd. (the "Company"), entered into a Share
Purchase Agreement with Seneca Investments LLC ("Seneca") and its wholly-owned
subsidiary to sell an aggregate of 8,966,715 shares of the Company's common
stock to Seneca's subsidiary.

         The original Share Purchase Agreement provided for an initial
payment of approximately $0.94 per share to be paid at the closing of the
agreement, and a payment of approximately $0.47 per share to be paid if
Seneca acquired 100% of the Company's common stock, or if the acquisition did
not occur, a payment based on the dividends paid to the Company's
stockholders during the two-year period following the closing of the purchase
of the shares from the Messrs. Suh, Shannon and Trush. The remaining purchase
price payable for these shares is based upon an earn-out formula, which, in
general, would be a multiple of the Company's average annual profit after tax
for the four years ending December 31, 2006.

         On September 30, 2001, the Share Purchase Agreement was amended to
extend the closing date deadline to October 1, 2001. On October 1, 2001, the
agreement was amended further to include Eamonn Wilmott, also one of the
Company's executive officers, as a selling stockholder. On that date, under the
Amended and Restated Share Purchase Agreement, Messrs. Suh, Shannon, Trush and
Wilmott sold an aggregate of 7,998,774 shares of the Company's common stock to
Seneca.

         According to Amendment No. 3 to the Schedule 13D filed by Seneca on
October 2, 2001, prior to this sale, Seneca owned 19,928,278 shares, or
approximately 45% of the outstanding common stock of the Company, and
following the sale, Seneca owns 27,927,052 shares, or approximately 65% of
the outstanding common stock of the Company.

         At the time of the closing of the Amended and Restated Share Purchase
Agreement, the following amendments, among others, were made to the Share
Purchase Agreement:

          o    Under the Amended and Restated Share Purchase Agreement, some of
               the selling stockholders contributed approximately 1.45 million
               shares back to the capital of the Company. Some selling
               stockholders further agreed to have their options to purchase the
               common stock of the Company cancelled.

          o    The payment of $0.47 per share, which was to be made upon the
               closing of an acquisition of the Company by Seneca under the
               terms of the original Share Purchase Agreement, was eliminated
               under the Amended and Restated Share Purchase Agreement.

          o    The earn-out formulas, which calculated future payments to be
               made under the original Share Purchase Agreement, were revised in
               a number of respects in the Amended and Restated Share Purchase
               Agreement.


                                       2
<PAGE>

         Also, in connection with the closing of the sale of the selling
stockholders' shares to Seneca, the following occurred:

          o    The parties agreed that the Company could establish incentive
               arrangements for Company employees, including officers, as
               contemplated by the original Share Purchase Agreement. Under this
               arrangement, the Company expects to pay an aggregate of $1.3
               million of retention bonuses to Company employees, which may
               include executive officers. Subsequent incentive cash bonuses
               would be paid based upon the earnings of the Company, would be
               calculated in accordance with earn-out formulas substantially
               similar to those set forth in the Amended and Restated Share
               Purchase Agreement and would be based on an equivalent of
               approximately 2.9 million shares.

          o    The Company agreed to release liens on shares pledged to the
               Company by Messrs. Suh, Shannon and Wilmott in order to enable
               the sale of their shares of Company common stock to Seneca. The
               Company retained a lien on the earn-out proceeds owed with
               respect to those shares under the Amended and Restated Share
               Purchase Agreement, other than the payment made upon the closing
               of the agreement.

         In addition, the Amended and Restated Share Purchase Agreement allows
some of the Company's other officers and employees who own shares of our common
stock to join the agreement as parties and also sell their shares to Seneca on
the same terms as Messrs. Suh, Shannon, Trush and Wilmott.

         On June 26, 2001, Seneca and the Company had entered into an
Agreement and Plan of Merger, providing for the merger of Seneca's
wholly-owned subsidiary with and into the Company such that the Company would
be the surviving corporation. The Company has scheduled a special meeting of
its stockholders on October 31, 2001 in order to consider and vote upon a
proposal to adopt the Agreement and Plan of Merger and to approve the merger.
A definitive proxy statement on Schedule 14A for this meeting was filed with
the Securities and Exchange Commission on October 4, 2001 and was mailed to
the Company's stockholders on or about October 8, 2001.

         The foregoing descriptions of the Share Purchase Agreement and the
Amended Share Purchase Agreement are qualified in their entirety by reference to
the full text of the agreements, each of which are attached hereto as exhibits.

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits.

         The following documents are filed as exhibits to this report:

                  99.1         Share Purchase Agreement, dated as of May 14,
                               2001, by and among Seneca Investments LLC,
                               E-Services Investments Agency Sub and the
                               stockholders listed therein (incorporated herein
                               by reference to Exhibit 99.1 to Current Report on
                               Form 8-K filed by the Company on June 4, 2001)


                                       3
<PAGE>

                  99.2         Amended and Restated Share Purchase Agreement,
                               dated as of October 1, 2001 by and among Seneca
                               Investments LLC, E-Services Investments Agency
                               Sub and the stockholders listed therein
                               (incorporated herein by reference to Exhibit 1
                               to Amendment No. 3 to Schedule 13D filed by
                               Seneca on October 2, 2001)

                  99.3         Press Release dated October 1, 2001


                                       4
<PAGE>

                                    SIGNATURE

                  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 thereunto duly authorized.

                                        AGENCY.COM Ltd.


Date: October 10, 2001
                                        By:        /s/ James Imbriaco
                                            ------------------------------------
                                            Executive Vice President, General
                                            Counsel and Secretary


                                       5
<PAGE>

                                  Exhibit Index


                  Exhibit

                  99.1         Share Purchase Agreement, dated as of May 14,
                               2001, by and among Seneca Investments LLC,
                               E-Services Investments Agency Sub and the
                               stockholders listed therein (incorporated herein
                               by reference to Exhibit 99.1 to Current Report on
                               Form 8-K filed by the Company on June 4, 2001)

                  99.2         Amended and Restated Share Purchase Agreement,
                               dated as of October 1, 2001 by and among Seneca
                               Investments LLC, E-Services Investments Agency
                               Sub and the stockholders listed therein
                               (incorporated herein by reference to Exhibit 1
                               to Amendment No. 4 to Schedule 13D filed by
                               Seneca on October 2, 2001)

                  99.3         Press Release dated October 1, 2001


                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>3
<FILENAME>a2060850zex-99_3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.3

                          [AGENCY.COM Ltd. letterhead]

FOR IMMEDIATE RELEASE

AGENCY.COM ANNOUNCES COMPLETION OF FOUNDERS' AGREEMENT WITH SENECA INVESTMENTS
LLC; Seneca Investments now owns approximately 65% of AGENCY.COM; Shareholder's
Meeting scheduled for October 31, 2001

New York, NY - (October 1, 2001) - AGENCY.COM Ltd., (Nasdaq: ACOM), a leading
e-business builder in global markets, said that the previously announced
agreement by the company's founders' to sell their shares to Seneca Investments
LLC has been completed.

With the completion of this agreement, Seneca has increased its stake in
AGENCY.COM to approximately 65% (calculated by diluting for warrants but not
options) from about 45%.

AGENCY.COM also announced that a special shareholders' meeting has been
scheduled for October 31, 2001. At the meeting, shareholders will consider the
merger in which Seneca would acquire the remaining shares at $3.35 per share.
The closing of the merger agreement will be subject to the approval of 66-2/3%
of the non-Seneca stockholders and other closing conditions.

About Seneca Investments LLC:
Seneca Investments LLC is a company that invests in e-services businesses.
Seneca presently has investments in 15 companies, including AGENCY.COM.

About AGENCY.COM
AGENCY.COM is a leading e-business builder in global markets. The company
provides strategy, branding and technology services that help its clients build
and grow their interactive business across multiple digital channels -- the Web,
wireless and interactive television. Founded in January 1995, AGENCY.COM is
headquartered in New York and has offices in Amsterdam, Atlanta, Boston,
Chicago, Copenhagen, Dallas, London, Paris, San Francisco, Woodbridge (NJ) and
affiliate offices in Australia, Korea and Singapore. AGENCY.COM serves a broad
and diversified global client base in a variety of industries. For more
information, please visit www.agency.com.

MATTERS DISCUSSED IN THIS RELEASE INCLUDE FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY BE MATERIALLY DIFFERENT.
MANY FACTORS COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER FROM ANTICIPATED
EVENTS OR RESULTS, INCLUDING WITHOUT LIMITATION, THE FAILURE OF THE PROPOSED
MERGER WITH SENECA INVESTMENTS TO OCCUR, THE ABILITY OF THE COMPANY TO ATTRACT
ADDITIONAL BUSINESS, THE POTENTIAL FOR CONTRACT CANCELLATION BY OUR CUSTOMERS,
THE ABILITY OF THE COMPANY TO ATTRACT AND RETAIN SKILLED EMPLOYEES, AND OTHER
ITEMS THAT ARE CONTAINED IN AGENCY.COM'S REPORTS AND DOCUMENTS FILED FROM TIME
TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH READERS ARE URGED TO
CONSULT.


                                       1
<PAGE>

FOR MORE INFORMATION:
PRESS:
Melissa Holden                              Mimi Anderson
Director, Corporate Communications          Management Supervisor, Technology
AGENCY.COM                                  Ruder Finn
212.651.3962                                212.593.5888
mholden@agency.com                          andersonm@ruderfinn.com






                                       2

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
