U.S. 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): MAY 31, 2001
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INTERACTIVE NETWORK, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-19579 94-3025019
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(State of other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
180 SECOND STREET, SUITE B
LOS ALTOS, CALIFORNIA 94022
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (650) 947-3345
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NOT APPLICABLE
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(Former name of former address, if changed since last report.)
(The remainder of this page was intentionally left blank.)
ITEM 5. OTHER EVENTS.
On May 31, 2001, Interactive Network, Inc. ("INNN"), Two Way TV Ltd.
and TWIN Entertainment, Inc. ("TWIN") signed a definitive Agreement and Plan of
Reorganization ("Merger Agreement") under which INNN and TWIN will be merged to
form Two Way TV (US), Inc. Two Way TV Ltd. will own 45% of Two Way TV (US), Inc.
on a fully diluted basis. After closing of the transaction, the stock of INNN
will continue to be quoted on the over-the-counter Bulletin Board under the name
of Two Way TV (US).
The Merger Agreement is subject to approval by the shareholders of
INNN, as well as SEC review of the proxy material to be filed by INNN. No
assurance can be given that the signing of the Merger Agreement will result in
the merger.
Additional information regarding INNN, Two Way TV Ltd. and TWIN and the
proposed merger is set forth in Exhibit 99.1 to this Current Report on Form 8-K,
which is hereby incorporated herein by reference.
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. This Current Report on Form 8-K and other
materials filed or to be filed by INNN with the Securities and Exchange
Commission, as well as other written materials or oral statements that INNN may
make or publish from time to time, contain forward-looking statements , as they
contain or may contain descriptions of the structure and terms of transactions
that may occur in the future. These statements are not historical facts and
include expressions of management's expectations about transactions, which are
subject to various contingencies. Such forward-looking statements involve
certain risks and uncertainties. The actual structure and terms of the
transactions may differ materially from those discussed in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, changes in the terms and structure as a result of any applicable
regulatory requirements and policy and changes in the businesses and operations
of Interactive Network, Two Way TV and/or TWIN Entertainment. These entities
assume no obligation for updating such forward-looking statements at any time.
ITEM 7. FINANCIAL STATEMENTS PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
99.1 Copy of Press Release dated ,June 1, 2001.
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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.
Interactive Network, Inc.
Date: June 18, 2001. By /s/ Bruce W. Bauer
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Bruce W. Bauer
President and Chief
Executive Officer
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