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): July ~~June 20~~21, 2003

ENGAGE, INC. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Delaware		000-26671		04-3281378
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification 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 4 2. ~~Changes~~ inAcquisition ~~Registrant’s~~or ~~Certifying~~Disposition ~~Accountant.~~of Assets

OnAs previously reported, on June 2019, 2003, Engage, Inc. (the “Company”), ~~received~~and afive ~~letter~~of ~~from~~its ~~KPMG~~United ~~LLP~~ States subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (the “~~KPMG~~Code”),. ~~the~~The ~~Company’s~~filings ~~independent~~were ~~public~~made ~~accountants,~~in ~~notifying~~ the ~~Company~~United ~~that~~States itBankruptcy ~~had~~Court ~~resigned~~in ~~effective~~the onDistrict ~~the~~of Massachusetts, ~~date~~Western ~~thereof~~Division (the “Court”).

~~KPMG’s~~On July ~~Audit~~23, ~~reports~~2003 on the Company’s ~~consolidated~~conducted ~~financial~~an ~~statements~~auction aswith respect to substantially all of ~~July~~its ~~31,~~domestic ~~2001~~assets ~~and~~pursuant ~~2002~~to ~~and~~procedures ~~for~~approved by the ~~three~~Court. ~~year~~On ~~period~~July ~~ended~~23, ~~July~~2003, 31at the conclusion of the auction process, ~~2002~~the ~~did~~Court ~~not~~approved the sale of ~~contain~~substantially ~~any~~all ~~adverse~~of ~~opinion~~the orCompany’s ~~disclaimer~~assets ofto ~~opinion~~JDA Software Group, ~~nor~~Inc. ~~were~~(“JDA”), ~~they~~for ~~qualified~~$3 ormillion ~~modified~~in ascash and the assumption of liabilities in the range of $650,000 to ~~uncertainty~~$850,000. ~~audit~~The ~~scope~~Company orexpects ~~accounting~~to ~~principles~~close the foregoing sale by August 4, 2003, ~~except~~subject asto ~~follows:~~the satisfaction of certain closing conditions.

~~KPMG~~The ~~LLP’s~~Company ~~report~~anticipates onthat the ~~consolidated~~proceeds ~~financial statements~~ of ~~Engage,~~the ~~Inc.~~foregoing ~~and~~sale ~~subsidiaries~~will asbe ofused ~~July~~to ~~31,~~pay ~~2001 and 2002 and for~~ the ~~three-year~~ ~~period~~claims ~~ended~~of ~~July~~certain ~~31,~~creditors ~~2002,~~in ~~contained~~accordance awith ~~separate~~the ~~paragraph~~provisions ~~stating~~of “the ~~Company~~Code. ~~has~~The ~~incurred~~Company ~~significant~~does ~~operating~~not ~~losses~~believe ~~since~~that ~~inception,~~it ~~has~~is anlikely ~~accumulated~~that ~~deficit~~there ~~and~~will abe ~~working capital deficiency. These matters raise substantial~~any ~~doubt~~recovery ~~about~~for ~~their~~the ~~ability to continue as a going concern. Management~~Company’s ~~plans in regard to these matters are also described in Note 2~~stockholders. ~~The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”~~

InItem 5. ~~connection with its audits for the Company’s~~Other fiscal years ended July 31, 2002 and 2001 and its review of the Company’s consolidated financial statements for the quarters ending October, 31, 2002 and January 31, 2003, there were no disagreements between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference to the subject matter in connection with KPMG’s report on the Company’s consolidated financial statements for such yearsEvents.

~~The~~On ~~Company~~July ~~provided~~21, ~~KPMG~~2003, ~~with~~the Company filed a ~~copy~~Notice of Filing of Monthly Operating Report covering the ~~foregoing~~period ~~disclosures.~~from ~~Attached~~June 19, 2003 through June 30, 2003 (the “Monthly Operating Report”), with the Court as ~~Exhibit~~required ~~99.1~~by isthe aCode. A copy of ~~KPMG’s~~the ~~letter,~~Monthly ~~dated~~Operating ~~June~~Report ~~27,~~is ~~2003,~~attached ~~stating~~hereto ~~its~~as Exhibit ~~agreement~~99.1 ~~with~~and ~~such~~is ~~statements~~incorporated herein by reference.

Item 7. Financial Statements and Exhibits

ExhibitNo.		Description
99.1		~~Letter~~Notice of ~~KPMG~~Filing ~~LLP~~of toMonthly ~~the~~Operating ~~Securities~~Report ~~and~~for ~~Exchange~~period ~~Commission~~from June 19, ~~dated~~2003 through June 2730, 2003 (and Exhibits).

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)	~~ENGAGE, INC. (Registrant)~~
Date: June 27, 2003		By:	/s/ Lisa Pavelka McAlister
Date: August 4, 2003	By: /s/ John D. Barone
			Lisa Pavelka McAlister Chief Financial Officer and Treasurer
	John D. Barone President and Chief Operating Officer

EXHIBIT INDEX

ExhibitNo.		Description
99.1		~~Letter~~Notice of ~~KPMG~~Filing ~~LLP~~of toMonthly ~~the~~Operating ~~Securities~~Report ~~and~~for ~~Exchange~~period ~~Commission~~from June 19, ~~dated~~2003 through June 2730, 2003 (and Exhibits).

Filing Compare · ENGAGE INC