Page 1 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): June 16, 1997 TEKNOWLEDGE CORPORATION (Exact Name of registrant as specified in its charter) Delaware 0-14793 94-2760916 (State or other jurisdiction Commission (I.R.S. Employer of incorporation) File Number Identification No.) 1810 Embarcadero Road, Palo Alto, California 94303 (Address of principal executive offices) (415) 424-0500 Registrant's telephone number Page 2 Item 5. Other Events On May 15, 1997, Teknowledge Corporation (the "Company") and Trilogy Development Group, Inc. ("Trilogy") agreed to a settlement of all outstanding lawsuits and debts between the companies. On May 19, 1997, in consideration of the settlement agreement, the United States District Court for the Northern District of California vacated its previous summary judgment against the Company. The Settlement Agreement, License Agreement, and Mutual Release (the "Agreement") specifies that Teknowledge immediately grant to Trilogy a non-exclusive, royalty-free license to its United States Patent 4,591,983 in exchange for 2,338,969 shares of Company stock, which the Company valued at $1,000,000, and $400,000 in cash. The Agreement also provided for the transfer of certain proxy rights to the Company and other consideration, including the orderly disposal of Trilogy's remaining stock ownership of approximately 900,000 shares in open market transactions through May 14, 1998. The transaction will be recorded as other income, net of legal fees. As a result, the Company will record an additional $1,100,000 or $.04 per common share in income for the second quarter ending June 30, 1997. Page 3 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. TEKNOWLEDGE CORPORATION (Registrant) DATE: June 16, 1997 /s/ Dennis A. Bugbee Dennis A. Bugbee Director of Finance, Treasurer and Secretary (Principal Financial and Accounting Officer)