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As filed with the Securities and Exchange Commission on December 20, 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 20, 1999
INTERVU INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-23361 33-0680870
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
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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. Microsoft will purchase 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. Shares of Series H Preferred Stock will be 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 will also receive 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. The investment is expected to close this week.
Attached hereto as Exhibit 99.1 is a copy of the Press Release issued on
December 20, 1999 by the Company and Microsoft in connection with the
announcement of Microsoft's investment in the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
99.1 Press Release, dated December 20, 1999, issued by Microsoft
Corporation and InterVU Inc.
2
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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 20, 1999 InterVU Inc.
By: /s/ Harry E. Gruber
---------------------------------
Harry E. Gruber
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Page
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99.1 Press Release, dated December 20, 1999, issued by Microsoft
Corporation and InterVU Inc.
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EXHIBIT 99.1
[INTERVU LOGO]
NEWS RELEASE
- --------------------------------------------------------------------------------
For further information:
ANJEANETTE RETTIG
INTERVU INC.
858-623-8400 X134
[email protected]
MICROSOFT INVESTS $30 MILLION IN INTERVU TO ACCELERATE
BROADBAND DELIVERY SERVICES
COMPANIES FORM STRATEGIC ALLIANCE TO BRING HIGH QUALITY BROADBAND TO CONSUMERS
SAN DIEGO, CA, DECEMBER 20, 1999 - INTERVU Inc. (Nasdaq: ITVU), the leading
service provider for Internet audio and video delivery solutions, today
announced a strategic partnership with Microsoft to expand its broadband
streaming media network based on the Windows Media platform. The companies also
announced that Microsoft will invest $30 million in INTERVU.
"INTERVU is a pioneer in distributing streaming media content, and we
share a vision of bringing broadband into the mainstream for millions of
consumers," said Will Poole, general manager, Streaming Media Division at
Microsoft. "This alliance will significantly advance the quality, broad
availability, and efficient delivery of broadband Windows Media content."
INTERVU and Microsoft are aligning to rapidly develop an infrastructure
that is cost-effective for the development of Internet broadband audio and video
delivery. Content providers will receive forward-based pricing combined with a
quick deployment of edge media delivery centers located at high-speed access
points. In addition, the cost-effective Windows Media solution will serve as a
platform for building value-added applications such as targeted audio/video
advertising insertion, pay-per-view, and digital rights management, creating new
business opportunities for content providers.
"Our strategic alliance with Microsoft is a strong endorsement of
INTERVU's strategy to build the most advanced broadband network dedicated to
multimedia content," said Harry Gruber, chairman and chief executive officer of
INTERVU. "We will use this investment to expand our broadband network
capabilities and develop value-added applications to provide our customers with
an end-to-end solution for streaming media management and delivery at a price
designed to jump start the broadband streaming media industry."
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INTERVU provides content providers and corporations with turnkey audio
and video delivery services over a proprietary network built on the Internet.
INTERVU's patented network consists of distributed media delivery centers (MDCs)
that are co-located across multiple Internet backbones for optimal Internet
distribution and reach. With Microsoft's investment, INTERVU will co-locate and
interconnect its MDCs on cable, wireless and digital subscriber line (DSL)
networks and in other "edge" locations in order to reduce, and eventually
eliminate, egress distribution costs for its content provider customers. This
regional expansion of INTERVU's network will also offer broadband service
providers and their subscribers with the highest quality audio/video experience
possible by bypassing Internet congestion through intelligent network delivery.
Microsoft will purchase shares of a new series of INTERVU senior
convertible preferred stock for $30 million. The preferred stock may be
converted into common stock at a conversion price of $90.00 per share, which
represents a 27% premium over the previous 20-day average closing price of
INTERVU's common stock. The terms of the security specify an annual dividend
rate of 6.5% payable quarterly in stock or cash. Microsoft will receive a
five-year warrant to purchase 60,000 shares of INTERVU's common stock with an
exercise price of $90.00 per share.
ABOUT INTERVU INC.
INTERVU provides Web site owners and content publishers with services for the
delivery or "streaming" of live and on-demand video and audio content over the
Internet. INTERVU's services automate the publishing, distribution and
programming of video and audio content. INTERVU uses a scalable, patented
distribution network comprised of servers strategically located in major
Internet hosting centers. INTERVU's customers use its video and audio
distribution services to transmit entertainment, sports, news, business
communications, advertising and distance learning content. INTERVU's current
customers include CNET (Nasdaq: CNET), CNN (NYSE: TWX), Excite@Home (Nasdaq:
ATHM), House of Blues, Microsoft (Nasdaq: MSFT), MSNBC, NBC (NYSE: GE),
Onradio.com, Quokka Sports (Nasdaq: QKKA), Saatchi & Saatchi (NYSE: SSA) and
Turner Broadcasting. Additional information can be found at www.intervu.net.
# # #
Except for the historical information contained herein, this news release
contains forward-looking statements that are subject to risks and uncertainties
that might cause actual results to differ from those foreseen, including the
market acceptance for INTERVU's specialized services, the growth of the market
for streaming media services, INTERVU's history of operating losses and expected
future losses, technological change and intense competition, as well as the
other risks detailed from time to time in INTERVU's SEC reports, including the
report on Form 10-K filed on March 30, 1999.
