- Current report filing (8-K)
August 12 2009 - 3:35PM
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
10, 2009
DATE
OF REPORT
(DATE
OF EARLIEST EVENT REPORTED)
On2
Technologies, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
|
|
1-15117
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84-1280679
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(STATE
OR OTHER JURISDICTION
OF
INCORPORATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYER
IDENTIFICATION
NO.)
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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:
£
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
£
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
£
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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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£
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
On or about August 10,
2009, On2 Technologies, Inc. (the “
Company
”) was served with two
purported class action complaints, one filed in the Court of
Chancery of the State of Delaware and another filed in the Supreme
Court of the State of New York, County of Queens. Both complaints generally
allege, among other things, that the members of the Company’s board of
directors breached their fiduciary duties to the stockholders of the
Company in connection with negotiating and entering into the
previously disclosed merger agreement with Google Inc. (“
Google
”), and that Google and
the Company aided and abetted in such alleged breaches of the directors’
duties. Both complaints seek, among other things, declaratory and
injunctive relief and the Delaware complaint also seeks damages in an
unspecified amount. The Company believes that these claims are
without merit and intends to vigorously contest such allegations.
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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Interim
Chief Executive Officer and
Chief Operating Officer
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|
Dated:
August 12, 2009
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