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): December 16, 2002 ENGAGE, INC. (Exact name of registrant as specified in its charter) Delaware 000-26671 04-3281378 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) No.) 100 Brickstone Square, Andover, MA 01810 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 684-3884 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit No. Description ------- ----------- 99.1 Certification of principal executive officer and principal financial officer. ITEM 9. REGULATION FD DISCLOSURE In connection with the Quarterly Report on Form 10-Q of Engage, Inc. (the "Company") for the quarter ended October 31, 2002, as filed with the Securities and Exchange Commission concurrently herewith, the Company hereby furnishes the written statement of the Company's principal executive officer and principal financial officer required by Section 906 of the Sarbanes-Oxley Act of 2002. On December 16, 2002, John D. Barone, President and Chief Operating Officer of the Company, and Lisa McAlister, Executive Vice President, Chief Financial Officer and Treasurer of the Company, each executed this written statement. A copy of the foregoing written statement is attached hereto as exhibit 99.1 and incorporated herein by reference. 2 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. ENGAGE, INC. (Registrant) Date: December 16, 2002 By: /s/ John D. Barone -------------------------------- John D. Barone President and Chief Operating Officer 3 EXHIBIT INDEX Exhibit No. Description ------- ----------- 99.1 Certification of principal executive officer and principal financial officer.