EXHIBIT 2.1(b)
FILED
FEB 18 1998
KEENAN G. CASADY, CLERK
UNITED STATES BANKRUPTCY COURT
SAN FRANCISCO, CA
ADAM A. LEWIS (BAR. NO. 88736)
J. ROBERT NELSON (BAR NO. 51235)
MORRISON & FOERSTER LLP
425 Market Street
San Francisco, California 94105-2482
Telephone: (415) 268-7000
Attorneys for Debtor and Debtor in Possession
INTERACTIVE NETWORK, INC.
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF CALIFORNIA
In re | Case No. 98-34055-DM-11
|
INTERACTIVE NETWORK, INC., a | Chapter 11
California corporation, |
| FIRST AMENDMENT TO CHAPTER 11
| PLAN OF DEBTOR AND DEBTOR IN
Debtor. | POSSESSION INTERACTIVE
Tax ID. No. 94-3025019 | NETWORK, INC
|
| Date: [NA]
| Time:
| Place:
_____________________________________|
Debtor and debtor in possession Interactive Network, Inc., a California
corporation, hereby amends its Chapter 11 Plan of Debtor and Debtor in
Possession Interactive Network, Inc. (filed December 22, 1998) (the "Plan") as
follows:
Article III.C.3 is amended and restated to provide, in full that:
General Unsecured Claims are Unsecured Claims not entitled to priority
under Bankruptcy Code section 507(a). On the Effective Date of the Plan or as
soon thereafter as such Claims are Allowed, general Unsecured Claims will paid
in full with post-petition interest to the extent that the Claims are Allowed
Claims.
Article V.A.1 of the Plan is amended and restated to provide, in full,
that:
As of the Effective Date, the Debtor will assume the Settlement Agreement,
its employment and compensation agreements with its current officers and
employees, its sublease of its office space at 1161 Old County Road, Belmont,
California 94002 and the following agreements:
1. AGREEMENTS WITH GANNETT CO., INC.
---------------------------------
A. SECTION 7.5 OF THE STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 2,
1992, AS AMENDED BY A WAIVER AND AMENDMENT AGREEMENT EXECUTED IN
SEPTEMBER 1994 IN CONNECTION WITH CLOSING OF THE 1994 NOTE PURCHASE
AGREEMENT WHICH ENTITLES GANNETT TO DESIGNATE ONE PERSON TO BE
ELECTED TO THE BOARD OF DIRECTORS OF THE DEBTOR.
B. SECTION 8 OF THE 1992 STOCK PURCHASE AGREEMENT WHICH GIVES CERTAIN
REGISTRATION RIGHTS TO GANNETT IN CONNECTION WITH SALE OF THE
DEBTOR'S SECURITIES.
C. SECTION 7.6 OF THE 1992 STOCK PURCHASE AGREEMENT UNDER WHICH THE
DEBTOR AGREES TO COORDINATE WITH GANNETT IN THE DEVELOPMENT OF
OPPORTUNITIES FOR REAL TIME ELECTRONIC NEWS SERVICES ON A NATIONAL
BASIS AND TO PROVIDE GANNETT WITH THE RIGHT OF FIRST REFUSAL TO
PARTICIPATE EXCLUSIVELY IN A PARTNERSHIP OR JOINT VENTURE WITH THE
DEBTOR IN EXPLOITATION OF THESE OPPORTUNITIES; ALSO, THE INTENTION OF
THE DEBTOR TO ENTER INTO A JOINT VENTURE ARRANGEMENT WITH GANNETT
WHICH WILL UTILIZE THE DEBTOR'S TECHNOLOGY FOR PURPOSE OF OFFERING
REAL TIME SERVICES TO SUBSCRIBERS, SUCH AS RESULTS OF SPORTING
EVENTS, LEAGUE TOURNAMENTS AND STANDINGS; ALSO, UNDERTAKING OF THE
DEBTOR TO USE ITS BEST EFFORTS TO ASSIST OF GANNETT'S 81 DAILY
NEWSPAPER ENTITIES IN EACH OF THEIR RESPECTIVE METROPOLITAN OR RURAL
SERVICE AREAS AS THE IVDs LICENSES ARE AWARDED THROUGH LOTTERIES
THROUGHOUT THE NATION.
2. AGREEMENT WITH TWO-WAY TV (FORMERLY KNOWN AS INTERACTIVE NETWORK, LTD.)
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A. KNOW-HOW LICENSE AGREEMENT DATED SEPTEMBER 29, 1992 BETWEEN THE
DEBTOR AND INTERACTIVE NETWORK, LTD. ("INL"), PURSUANT TO WHICH IN
HAS GRANTED INL CERTAIN
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RIGHTS TO USE KNOW-HOW AND PATENTS OF THE DEBTOR IN DESIGNATED
COUNTRIES IN EUROPE.
3. DIRECTOR STOCK OPTIONS IN ADDITION TO MR. BAUER'S 900,000 SHARE OPTION
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IN HIS EMPLOYMENT AGREEMENT
- ---------------------------
A. A 150,000 SHARE STOCK OPTION ISSUED TO BRUCE BAUER IN 1995 AT
$.09/SHARE (WHICH THEN WAS AT LEAST THE FAIR MARKET VALUE PER SHARE).
B. A 150,000 SHARE STOCK OPTION ISSUED TO DONALD GRAHAM IN 1995 AT
$.09/SHARE (WHICH THEN WAS AT LEAST THE FAIR MARKET VALUE PER SHARE).
C. A 150,000 SHARE STOCK OPTION ISSUED TO JOHN BOHRER IN 1995 AT
$.09/SHARE (WHICH THEN WAS AT LEAST THE FAIR MARKET VALUE PER SHARE).
4. OTHER OUTSTANDING WARRANT AGREEMENTS
------------------------------------
A. WARRANT ISSUED TO SOCIETE FINANCIERE DU SEUJET FOR 84,233 SHARES,
EXPIRING 3/30/2000, AT EXERCISE PRICE OF $2.858
B. WARRANT ISSUED (OR TRANSFERRED) TO GEORGE RAINES FOR 15,000 SHARES,
EXPIRING 3/30/2000, AT EXERCISE PRICE OF $2.858
C. WARRANTS ISSUED (OR TRANSFERRED) TO GRIFFIN PARTNERS, INC. FOR (I)
10,000 SHARES, EXPIRING 3/30/2000, AT EXERCISE PRICE OF $4.80, AND
(II) 125,520 SHARES, EXPIRING 3/30/2000, AT EXERCISE PRICE OF $4.589
The first of these amendments is not a change in the Plan, but -- as
indicated at the hearing on February 11, 1999 -- clarificatory of its intent in
the Plan as originally written. The Debtor believes that the amendment to
Article V.A.1 of the Plan is not material. There are no defaults of which the
Debtor is aware in any of the agreements listed; hence, there will be no cure
costs. By contrast,
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rejection of the agreements might create damage claims. The Debtor also will be
amending its schedules to reflect these agreements, which have been overlooked.
Dated: February 18, 1999
INTERACTIVE NETWORK, INC., DEBTOR AND DEBTOR IN
POSSESSION
By: /s/ Bruce W. Bauer
-------------------------
Bruce W. Bauer
Its: Chairman, President and Chief Executive
Officer
Dated: February 18, 1999
ADAM A. LEWIS
J. ROBERT NELSON
MORRISON & FOERSTER LLP
By: /s/ Adam A. Lewis
-------------------------
Adam A. Lewis
Attorneys for Debtor and Debtor in
Possession
INTERACTIVE NETWORK, INC.
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PROOF OF SERVICE BY MAIL
FRCivP 5(b)
I am employed with the law firm of Morrison & Foerster LLP, whose
address is 425 Market Street, San Francisco, California, 94105; I am not a
party to the within cause; I am over the age of eighteen years and I am
readily familiar with Morrison & Foerster's practice for collection and
processing of correspondence for mailing with the United States Postal Service
and know that in the ordinary course of Morrison & Foerster's business
practice the document described below will be deposited with the United States
Postal Service on the same date that it is placed at Morrison & Foerster with
postage thereon fully prepaid for collection and mailing.
I further declare that on the date hereof I served a copy of:
First Amendment to Chapter 11 Plan of Debtor and Debtor in Possession
Interactive Network, Inc.
on the following by placing a true copy thereof enclosed in a sealed envelope
addressed as follows for collection and mailing at Morrison & Foerster LLP,
425 Market Street, San Francisco, California, 94105, in accordance with
Morrison & Foerster's ordinary business practices:
See attached Service List
I declare under penalty of perjury under the laws of the State of California
that the above is true and correct.
Executed at San Francisco, California, this 18th day of February, 1999.
Jeannie Baker-Sanders /s/ Jeannie Baker-Sanders
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(typed) (signature)
SERVICE LIST
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John Walshe Murray, Esq. Bruce D. M. Prescott, Esq.
Murray & Murray Trump Alioto Trump & Prescott
3030 Hansen Way, Suite 200 2201 Walnut Avenue, Suite 200
Palo Alto, California 94304-1009 Fremont, California 94538
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James L. Lopes, Esq. Anne L. Keck, Esq.
Howard, Rice, Nemerovski Ahern & Keck
3 Embarcadero Center, 7th Floor 438 First Street, Suite 290
San Francisco, California 94111 Santa Rosa, California 94105
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Joshua R. Floum, Esq. Stephen L. Johnson, Esq.
Legal Strategies Group Attorney-Advisor
5905 Christie Avenue Office of the United States Trustee
Emeryville, California 94608-1925 250 Montgomery Street, Suite 1000
San Francisco, California 94104
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William S. Thomas, Jr.
Nixon, Hargrave, Devans & Doyle
Clinton Square
Post Office Box 1051
Rochester, New York 14603-1051
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