<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 11, 1998
NetLive Communications, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware 0-28728 13-384-8652
(State or other jurisdiction (Commission (IRS Employer
of incorporation File No.) Identification No.)
584 Broadway, New York, New York 10012
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (212) 343-7082
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 5
<PAGE>
Item 5. Other Events.
On March 11, 1998, NetLive Communications, Inc. (the "Company")
entered into a letter of intent (the "Letter of Intent") with Linda Industries
Pty. Ltd. ("Linda Industries"), an Australian manufacturer of electric consumer
products, as described in a press release issued by the Company on March 12,
1998 (the "Press Release"). The Press Release is incorporated herein by
reference and is filed as an exhibit to this Form 8-K. When and if the
transactions described in the Press Release are consummated, they would result
in the acquisition of a significant amount of assets of, and/or change in
control in, the Company.
In addition, as described in the Press Release, the Company (i) is
curtailing its current business operations and is terminating the employment of
all of its non-executive employees and (ii) has received, and intends to
contest, a notice from The NASDAQ Stock Market, Inc. indicating that the
Company's securities were scheduled for delisting from the NASDAQ SmallCap
Market for noncompliance with the new net tangible assets/market
capitalization/net income requirements.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1. Copy of press release issued by the Company on March 12, 1998.
Items 1, 8 and 9 are not applicable and have been omitted.
Page 2 of 5
<PAGE>
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.
NETLIVE COMMUNICATIONS, INC.
Dated: March 25, 1998 By: /s/ Michael Kharitonov
------------------------------
Name: Michael Kharitonov
Title: Chairman, President and
Chief Executive Officer
Page 3 of 5
<PAGE>
EXHIBIT INDEX
TO FORM 8-K
Exhibit Page No.
1 Copy of press release issued on March 12, 1998 5
Page 4 of 5
<PAGE>
Exhibit 1
NetLive Communications, Inc. Signs Letter of Intent For Business Combination
NEW YORK, March 12, 1998--NetLive Communications Inc. (NASDAQ: NETL, NETLW), a
developer of Internet-based communication systems, announced today that it has
entered into a letter of intent with Linda Industries Pty. Ltd., an Australian
manufacturer of electric consumer products.
Under the terms of the proposed transaction, the stockholders of Linda
Industries would exchange all of their shares of Linda Industries for a
combination of shares of common stock and convertible preferred stock,
representing a substantial majority of the common stock, of NetLive. The
precise number of shares issued to Linda Industries will be subject to
adjustment based upon certain contingencies. The closing of the proposed
transaction is subject to, among other things, both companies completing their
due diligence, the negotiation and execution of definitive agreements, and
NetLive obtaining stockholder and other approvals.
"Thus far, I am impressed with Linda Industries and I believe that the proposed
transaction would be in the interest of our stockholders," said Michael
Kharitonov, NetLive's Chairman, CEO and President.
NetLive also announced that, in order to conserve its resources and focus its
efforts on the proposed transaction with Linda Industries, NetLive is
curtailing its current business operations and terminating the employment of
all of its non-executive employees. The majority of such terminations will
become effective tomorrow.
Finally, NetLive announced that it has received a letter from The NASDAQ Stock
Market, Inc. indicating that NetLive's securities were scheduled for delisting
from the NASDAQ SmallCap Market for non-compliance with the new net tangible
assets/market capitalization/net income requirements. Yesterday, NetLive
requested a hearing to obtain a temporary exception to the new listing
requirements, which automatically stays a delisting. NetLive stated that it
intends to strenuously contest the threatened delisting.
Page 5 of 5
