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): April 4, 2002 (April 2, 2002)
Rare Medium Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-13865 23-2368845
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(State or Other (Commission File No.) (IRS Employer Identification
Jurisdiction of No.)
Incorporation)
44 West 18th Street, 6th Floor, New York, New York 10011
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(Address of Principal Executive Offices, including Zip Code)
(646) 638-9700
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(Registrant's telephone number, including area code)
28 West 23rd Street, New York, New York 10010
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
On April 3, 2002, the Company issued the press release filed herewith as
Exhibit 99.1, which is incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Number Description
99.1 Press release issued by Rare Medium Group, Inc. on April 3, 2002.
99.2 Investment Agreement among Rare Medium and the signatories
thereto, dated as of April 2, 2002.
99.3 Stipulation of Settlement in the matter of In Re Rare Medium
Group, Inc. Shareholders Litigation, Consolidated C.A. No.
18879 NC.
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 hereto duly authorized.
RARE MEDIUM GROUP, INC.
(Registrant)
DATE: April 3, 2002 By: /s/ Robert C. Lewis
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Name: Robert C. Lewis
Title: Senior Vice President, General
Counsel and Secretary