UNITED STATES 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) AUGUST 8, 2002 FAIRMARKET, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 000-29423 04-3551937 ----------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 500 UNICORN PARK DRIVE WOBURN, MASSACHUSETTS 01801 -------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (781) 376-5600 -------------- ITEM 5. OTHER EVENTS On August 8, 2002, FairMarket, Inc. (the "Company") repurchased the 3,181,000 shares of its common stock, par value $.001 per share, held by Scott Randall, the original founder of FairMarket, at a price of $1.27 per share. These shares represented 10.8% of the Company's outstanding common stock. After giving effect to this repurchase, there were 26,239,682 shares of common stock outstanding as of August 8, 2002. A copy of the Company's press release dated August 8, 2002 announcing such repurchase is attached as Exhibit 99.1 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit 99.1 - Press release of FairMarket, Inc. dated August 8, 2002 regarding share repurchase. 2 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 hereunto duly authorized. FAIRMARKET, INC. Date: August 9, 2002 By: /s/ NANDA KRISH ------------------------------------- Name: Nanda Krish Title: President and Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release of FairMarket, Inc. dated August 8, 2002 regarding share repurchase. 4