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As filed with the Securities and Exchange Commission on December 23, 1999.
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): DECEMBER 23, 1999
INTERVU INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23361 33-0680870
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
6815 FLANDERS DRIVE, SAN DIEGO CA 92121
(Address of principal executive offices, including
zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 623-8400
Exhibit Index on Page 4
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This Current Report on Form 8-K is filed by InterVU Inc., a Delaware
corporation (the "Company"), in connection with the matters described herein.
ITEM 5. OTHER EVENTS.
On December 20, 1999, the Company and Microsoft Corporation
("Microsoft") announced a strategic partnership to expand the Company's
broadband streaming media network based on Microsoft's Windows Media platform
and announced that Microsoft will make an investment of $30 million in the
Company. On December 23, 1999, Microsoft purchased 30,000 shares of the
Company's Series H 6.5% Convertible Preferred Stock (the "Series H Preferred
Stock"), a new series of preferred stock. The shares of Series H Preferred Stock
are convertible at the option of the holder into an aggregate of 333,333 shares
of the Company's common stock, subject to customary anti-dilution adjustments.
The terms of the Series H Preferred Stock specify an annual dividend rate of
6.5%, payable quarterly in Series H Preferred Stock, common stock or cash at the
Company's option. Microsoft also received a warrant to purchase 60,000 shares of
the Company's common stock at an exercise price of $90.00 per share, the
conversion price of the Series H Preferred Stock.
Attached hereto as Exhibit 3.1 is a copy of the Certificate of
Designations which designates the Series H Preferred Stock and establishes the
rights, preferences, privileges and restrictions applicable to the Series H
Preferred Stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
3.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission on
March 31, 1998).
3.2 Amendment to Amended and Restated Certificate of
Incorporation (incorporated by reference to the Company's
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 16, 1999).
3.3 Certificate of Designation of Voting Power, Designation
Preferences and Relative, Participating, Optional, and Other
Special Rights and Qualifications, Limitations, and
Restrictions of Series H 6.5% Convertible Preferred Stock due
2009, dated December 22, 1999.
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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.
Date: December 23, 1999 InterVU Inc.
By: /s/ Harry E. Gruber
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Harry E. Gruber
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Page
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3.1 Amended and Restated Certificate of Incorporation (incorporated by
reference to the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 1998).
3.2 Amendment to Amended and Restated Certificate of Incorporation
(incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on August 16, 1999).
3.3 Certificate of Designation of Voting Power, Designation Preferences and
Relative, Participating, Optional, and Other Special Rights and
Qualifications, Limitations, and Restrictions of Series H 6.5% Convertible
Preferred Stock due 2009, dated December 22, 1999.
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