SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (AMENDMENT NO. 1) (Mark One) (x) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2000 ------------- ( ) Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period from to ----- ----- Commission file number 000-19579 INTERACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) California 94-3025019 (State of incorporation) (I.R.S. employer identification number) 180 Second Street, Suite B Los Altos, California 94022 (Address of principal executive offices and zip code) (650) 947-3345 (Registrant's telephone number, including area code) with a copy to Robert S. Townsend Morrison & Foerster, LLP 425 Market Street San Francisco, CA 94105 (415) 268-7000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Shares outstanding as of June 30, 2000 - ----- -------------------------------------- Common Stock 39,427,605 Explanatory Note This Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000 is being filed to amend Part II, Item 4 to read as follows. No other changes are being made to the Form 10-Q. INTERACTIVE NETWORK, INC. INDEX PART II. OTHER INFORMATION Page ---- ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............... 1 SIGNATURES................................................................ 2 i PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) We held our annual meeting on June 30, 2000. (b) At the annual meeting, the shareholders elected for one year terms Bruce Bauer, William Green, William Groeneveld, John Bohrer and Robert Hesse. (c) At the annual meeting on June 30, 2000, the shareholders also (1) failed to approve the grant to TWIN Entertainment, Inc. of an exclusive license to use Interactive's intellectual property for developing, marketing and providing digital and analog interactive services, products and technology in specified territories pursuant to the terms and conditions of a joint venture license agreement entered into with TWIN Entertainment and Two Way TV Ltd. by a vote of 5,247,069 votes for, 14,423,096 votes against, 2,655,524 votes abstaining and 2,945,807 non-votes; (2) approved an amendment to our 1999 stock option plan increasing the number of shares of our common stock authorized for issuance under the plan from 3,650,000 shares to 5,000,000 shares by a vote of 13,293,578 votes for, 9,352,410 votes against, 2,585,908 votes abstaining and 3,000 non-votes; (3) elected to our Board of Directors, through cumulative voting, Bruce Bauer by a vote of 16,415,967 votes for and 3,150 votes withheld, William Green by a vote of 16,415,967 votes for and 3,150 votes withheld, William Groeneveld by a vote of 16,415,967 votes for and 3,150 votes withheld, John Bohrer by a vote of 16,415,967 votes for and 3,150 votes withheld, and Robert Hesse by a vote of 6,645,610 votes for and no votes withheld; and (4) ratified the appointment of Marc Lumer & Company as our independent auditors for the current year by a vote of 18,335,405 votes for, 2,175,317 votes against, 3,600 votes abstaining and 4,756,508 non-votes. 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 THEREUNTO DULY AUTHORIZED. Date: November 9, 2000 INTERACTIVE NETWORK, INC. (Registrant) By: /s/ Bruce W. Bauer -------------------------- Bruce W. Bauer Chairman of the Board President and Chief Executive Officer 2