- Current report filing (8-K)
November 21 2008 - 4:54PM
Edgar (US Regulatory)
U.
S. 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)
November
19, 2008
On2
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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1-15117
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84-1280679
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3
Corporate Drive, Suite 100, Clifton Park, NY
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12065
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (518) 348-0099
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item 1.01.
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Entry
into a Material Definitive
Agreement.
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On
November 19, 2008, in connection with the resignation of William A. Newman
from
the Board of Directors of On2 Technologies, Inc., Mr. Newman and On2 entered
into an Agreement for Extension of Option Exercisability and Continued Vesting
of Restricted Stock (the “Agreement”).
During
the course of Mr. Newman’s service as a director, On2 had issued stock options
and restricted stock to Mr. Newman from time to time. At the time of his
resignation, 465,000 stock options were outstanding and 63,206 unvested
restricted shares of common stock had been granted. The terms of the stock
option grants provided that they be exercised within three months of Mr.
Newman’s resignation as a director, and the terms of the restricted stock grants
provided that these unvested shares would terminate upon his resignation as
a
director. Notwithstanding these provisions, the Company agreed to extend the
exercisability of outstanding stock options through the second anniversary
of
Mr. Newman’s resignation and to continue the vesting of restricted stock on the
same basis as if Mr. Newman had continued as a director, as set forth in the
respective restricted stock grants.
A
copy of
the Agreement is attached as Exhibit 10.1 hereto.
Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain
Officers;
Compensatory Arrangements of Certain
Officers.
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(b)
On
November 19, 2008, William A. Newman resigned from On2’s Board of Directors,
effective that same day. Mr. Newman’s resignation was voluntary, and there were
no disagreements between Mr. Newman and On2 pertaining to On2’s operations,
policies or practices.
Mr.
Newman was a member of the Board’s Executive Committee. Following Mr. Newman’s
resignation, a majority of the Board continued to be independent directors,
as
determined by the Board under the applicable rules of the American Stock
Exchange (now known as the NYSE Alternext US LLC).
In
connection with Mr. Newman’s resignation, he and On2 agreed to extend Mr.
Newman’s right to exercise stock options that On2 had previously issued to him
and to continue the vesting of restricted stock On2 previously issued to him.
See Item 1.01 for further information.
Item 9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibit
10.1
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Form of Agreement
for Extension of Option Exercisability and Continued Vesting of Restricted
Stock, dated as of November 19, 2008, between On2 Technologies, Inc.
and
William A. Newman
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
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ON2
TECHNOLOGIES, INC.
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Date:
November 21, 2008
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By:
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/s/
Timothy Reusing
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Name:
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Timothy
Reusing
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Title:
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Executive
Vice President and General Counsel
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Exhibit
10.1
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Form of Agreement
for Extension of Option Exercisability and Continued Vesting of Restricted
Stock, dated as of November 19, 2008, between On2 Technologies, Inc.
and
William A. Newman
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