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
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| Date of Report (Date of Earliest Event Reported): | | April 7, 2008 |
Timeline, Inc.
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(Exact name of registrant as specified in its charter)
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| Washington | 1-13524 | 31-1590734 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 1700 7th Avenue, Suite 2100, Seattle, Washington | | 98101 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | (206) 357-8422 |
Not Applicable
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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)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 7, 2008, the Company entered into an Agreement with Acacia Patent Acquisition LLC. Under the Agreement, the Company agreed, subject to certain conditions, to sell to Acacia all of the Company's right, title and interest in its U.S. and foreign patents and patent applications (the "Patents") for a purchase price of $1.2 million.
Under the Agreement, Acacia has the right for 60 days to perform a due diligence investigation of the Patents, and during such 60-day period, the Company has agreed not to discuss or negotiate with any third parties regarding the Patents. Upon completion of the 60-day period, if Acacia determines, in its sole discretion, that the Patents are acceptable to it, then the Agreement will continue in full force and effect; however, if Acacia determines the Patents are unacceptable, the Agreement will automatically terminate.
The Company's agreement to sell the Patents to Acacia is subject to and conditioned upon receiving approval from Company shareholders holding a t least a majority of its issued and outstanding shares.
The foregoing is a summary of some of the material terms of the Agreement, and is qualified by reference to the complete terms and conditions of the Agreement.
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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| | | Timeline, Inc. |
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| April 8, 2008 | | By: | | /s/ Charles R. Osenbaugh
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| | | | | Name: Charles R. Osenbaugh |
| | | | | Title: Chief Executive Officer and President |
