- Current report filing (8-K)
August 07 2009 - 4:35PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
August
6, 2009
DATE
OF REPORT
(DATE
OF EARLIEST EVENT REPORTED)
On2
Technologies, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
|
1-15117
|
84-1280679
|
(STATE
OR OTHER JURISDICTION
OF
INCORPORATION)
|
(COMMISSION
FILE NO.)
|
(IRS
EMPLOYER
IDENTIFICATION
NO.)
|
3
Corporate Drive, Suite 100, Clifton Park, NY 12065
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(518)
348-0099
(REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT
APPLICABLE
(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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
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þ
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
On2
Technologies, Inc., a Delaware corporation (the “
Company
”)
,
hosted its second
quarter 2009 earnings conference call and webcast on Thursday, August 6,
2009 at 5:00 p.m. Eastern Time. The conference call included
information concerning the previously announced Agreement and Plan of Merger,
dated as of August 4, 2009, by and among the Company, Google Inc., a Delaware
corporation (“
Google
”),
and Oxide Inc., a Delaware corporation and a wholly owned subsidiary of
Google. A transcript of the conference call is attached hereto as
Exhibit 99.1. The transcript is incorporated herein by reference, and the
foregoing description is qualified in its entirety by reference to the
transcript.
Additional
Information and Where to Find It
Google
plans to file with the Securities and Exchange Commission (the “
SEC
”) a Registration Statement
on Form S-4 in connection with the transaction, which will include a Proxy
Statement of the Company that also constitutes a Prospectus of
Google. The Company will mail the Proxy Statement/Prospectus to its
stockholders in connection with the transaction. The Registration
Statement and the Proxy Statement/Prospectus will contain important information
about Google, the Company, the transaction and related matters. Investors and
security holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available. Investors and
security holders will be able to obtain free copies of the Registration
Statement and the Proxy Statement/Prospectus and other documents filed with the
SEC by Google and the Company through the web site maintained by the SEC at
www.sec.gov and by contacting Google Investor Relations at 650-253-7663 or the
Company’s Investor Relations at 617-956-6728. In addition, investors
and security holders will be able to obtain free copies of the documents filed
with the SEC on Google’s website at www.google.com and on the Company’s website
at www.on2.com.
Participants
in the Solicitation
Google,
the Company and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Google’s executive officers and
directors is included in Google’s definitive proxy statement, which was filed
with the SEC on March 24, 2009, and information regarding the Company’s
executive officers and directors is included in the Company’s definitive proxy
statement, which was filed with the SEC on April 7, 2009. The Proxy
Statement/Prospectus for the proposed transaction will provide more information
about participants in the solicitation of proxies from the Company’s
stockholders, which participants may have interests different from the Company’s
stockholders generally. You can obtain free copies of these documents
from Google or the Company using the contact information above.
Item 9.01
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Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits
|
The
following exhibits are filed herewith:
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|
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99.1
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Second
Quarter 2009 Investor Presentation
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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 hereunto
duly authorized.
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On2
Technologies, Inc.
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By:
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/s/
Matthew Frost
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Matthew
Frost
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|
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Interim
Chief Executive Officer and
Chief
Operating Officer
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|
Dated:
August 7, 2009
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|
|
|
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99.1
|
|
Second
Quarter 2009 Investor
Presentation
|
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