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) January 31, 2001 ------------------------------ INTERTRUST TECHNOLOGIES CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-27287 52-1672106 - ----------------------------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission (IRS Employer Identification No.) Incorporation) File Number) 4750 Patrick Henry Blvd., Santa Clara, California 95054 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (408) 855-0100 ----------------------------- None. - -------------------------------------------------------------------------------- (Former Name or Former Address, If Changed Since Last Report) ITEM 5. OTHER EVENTS In a joint press release dated January 31, 2001, InterTrust Technologies Corporation ("InterTrust") (Nasdaq:ITRU) and Nokia Corporation ("Nokia") (NYSE: NOK) announced that Nokia, the global leader in mobile communications, and InterTrust, the leading developer of peer-to-peer, distributed digital rights management (DRM) technologies, signed an agreement by which Nokia agreed to license the InterTrust Commerce and Rights/System DRM solutions, and selected InterTrust as its preferred DRM technology. In connection with such license, Nokia purchased 4,000,000 shares of InterTrust common stock at $5.00 per share. In addition, Nokia has the right to appoint a representative to the InterTrust Board of Directors. The information which is set forth in the Registrant's Press Release dated January 31, 2001 is incorporated by reference. ITEM 7. EXHIBITS (c) EXHIBITS: Exhibit Number ------ 4.1 Stockholder Rights Agreement, by and between InterTrust Technologies Corporation and Nokia Finance International B.V., dated January 31, 2001. 99.1 Text of Press Release dated January 31, 2001. 2 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. InterTrust Technologies Corporation ----------------------------------- (Registrant) Date: February 20, 2001 By: /s/ David Ludvigson ------------------------------- David Ludvigson President 3 INTERTRUST TECHNOLOGIES CORPORATION EXHIBIT INDEX Exhibit Number - ------ 4.1 Stockholder Rights Agreement, by and between InterTrust Technologies Corporation and Nokia Finance International B.V., dated January 31, 2001. 99.1 Text of Press Release dated January 31, 2001.