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ON2 Technologies, Inc. – ‘8-K’ for 11/3/00

On:  Monday, 11/20/00, at 1:08pm ET   ·   For:  11/3/00   ·   Accession #:  912057-0-50888   ·   File #:  1-15117

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/20/00  ON2 Technologies, Inc.            8-K:2,7    11/03/00    5:172K                                   Merrill Corp/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     16K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,     54    245K 
                          Liquidation or Succession                              
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,      3     13K 
                          Liquidation or Succession                              
 4: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,      4     16K 
                          Liquidation or Succession                              
 5: EX-2.4      Plan of Acquisition, Reorganization, Arrangement,      4     18K 
                          Liquidation or Succession                              


8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 2. Acquisition or Disposition of Assets
3Item 7. Financial Statements and Exhibits
8-K1st Page of 4TOCTopPreviousNextBottomJust 1st
 

------------------------------------------------------------------------------- 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 NOVEMBER 3, 2000 1-15117 -------------------------------------- ------------------------------ Date of Report (Date of earliest event reported) (Commission File Number) ON2.COM INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 84-1280679 -------------------------------------- ------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 375 GREENWICH STREET NEW YORK, NEW YORK 10013 ---------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 941-2400 ------------------------------------------ (Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On2.com Inc. (the "Company" or "On2"), a Delaware corporation, agreed to acquire Eight Cylinder Studios, Inc. ("8CS"), a California corporation, pursuant to the terms of an Agreement and Plan of Merger, dated as of July 13, 2000, as amended on September 29, 2000, October 26, 2000 and October 31, 2000 (as amended, the "Merger Agreement"), by and among the Company, 8C Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company, 8CS and certain shareholders of 8CS, whereby 8CS was merged with and into 8C Acquisition Corp. The merger was completed on November 3, 2000. 8CS is a California corporation that offers content development and interface technologies solutions for the broadband Internet market. Pursuant to the Merger Agreement, the Company agreed to pay the following consideration: (i) in exchange for each outstanding share of 8CS common stock, the Company issued approximately .02479 shares of its common stock, par value $0.01 per share ("Common Stock") and .03718 options to purchase shares of Common Stock, and (ii) in exchange for each outstandinng share of 8CS preferred stock, the Company issued .06197 shares of Common Stock. The Company issued approximately 598,428 shares of Common Stock and approximately 897,642 options to purchase Common Stock in exchange for all outstanding shares of 8CS common stock. In addition, the Company issued approximately 150,210 shares of Common Stock in exchange for all outstanding shares of 8CS preferred stock. In connection with the merger, the Company incurred approximately $630,000 of transaction costs. The merger will be accounted for as a purchase business combination. The net assets of 8CS acquired by the Company consisted primarily of equipment and other operating assets as well as certain intangible assets. These assets are used in connection with the operation of 8CS' broadband technology services. The Company intends to operate the business and use the assets as previously operated and used by 8CS, provided that strategic initiatives and operating conditions may lead to changes in 8CS' future operations. 2
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) The audited financial statements of 8CS required by this Form 8-K will be filed by amendment no later than January 17, 2001. (b) The pro forma unaudited financial statements of 8CS required by this Form 8-K will be filed by amendment no later than January 17, 2001. (c) Exhibits EXHIBIT NO. DESCRIPTION ----------- ----------- 2.1 Agreement and Plan of Merger, dated as of July 13, 2000, by and among On2.com Inc., 8C Acquisition Corp., Eight Cylinder Studios, Inc. and certain shareholders of Eight Cylinder Studios, Inc. 2.2 Amendment One to Agreement and Plan of Merger, dated as of September 29, 2000, by and among On2.com Inc., 8C Acquisition Corp., Eight Cylinder Studios, Inc. and certain shareholders of Eight Cylinder Studios, Inc. 2.3 Amendment Two to Agreement and Plan of Merger, dated as of October 26, 2000, by and among On2.com Inc., 8C Acquisition Corp., Eight Cylinder Studios, Inc. and certain shareholders of Eight Cylinder Studios, Inc. 2.4 Amendment Three to Agreement and Plan of Merger, dated as of October 31, 2000, by and among On2.com Inc., 8C Acquisition Corp., Eight Cylinder Studios, Inc. and certain shareholders of Eight Cylinder Studios, Inc. 3
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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 thereunto duly authorized. ON.2 COM INC. By: /s/ Mark J. Meagher ------------------------------------ Name: Mark J. Meagher Title: Executive Vice President and Chief Financial Officer Dated: November 20, 2000 4

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
1/17/0138-K,  8-K/A
Filed on:11/20/004
For Period End:11/3/0028-K/A
10/31/0023
10/26/0023
9/29/0023
7/13/0023
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Filing Submission 0000912057-00-050888   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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