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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 24, 1999
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ON2.COM INC.
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(Exact name of registrant as specified in its charter)
COLORADO 000-23171 84-1280679
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
375 GREENWICH STREET, 4TH FLOOR
NEW YORK, NY 10013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 941-2400
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(Former Name or Former Address, if Changed Since Last Report)
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CURRENT REPORT ON FORM 8-K
ON2.COM INC.
NOVEMBER 24, 1999
ITEM 5. OTHER EVENTS
On November 11, 1999 On2.com Inc. (the "Company") entered into a
three-year employment agreement with, Mr. Joseph ("Joey") Berlin, in exchange
for cash and shares of the Company's common stock valued at $2,500,000. As
part of the agreement, the Company also acquired an audiotape library
containing recorded interviews with entertainment industry celebrities that
were created and produced by Mr. Berlin over approximately the last 20 years.
The purchase price was determined through arm's length negotiation and was
premised upon fulfilling the Company's strategic business objectives
supporting the launch of its "On2 Movies" web channel in December of 1999.
Mr. Berlin is president of the Broadcast Film Critics Association, the
largest organization of television and radio film critics in the United
States. Copley News Service has syndicated Berlin's "Film Close-Up" column
for more than 10 years. Mr. Berlin is chief writer and producer for four
daily celebrity-focused radio programs syndicated to more than 700 stations
nationwide. He has written extensively on movies and the entertainment
industry for publications including the Los Angeles Times, Newsday and the
New York Post.
The Company paid $250,000 in cash from its working capital and issued
182,314 shares of its common stock valued at $2,250,000, primarily in
exchange for an employment agreement that provides the Company with, among
other things, access to Mr. Berlin's extensive audience, rights to market
programming and solicit advertising and business partners through use of Mr.
Berlin's name and history as a Hollywood "insider" and media personality and
the rights to develop and distribute original programming content hosted by
Mr. Berlin over the On2 Network, including interviews with entertainment
industry celebrities that may also be syndicated to radio stations.
One third of the shares were issued upon signing of the agreement. The
remainder are held in escrow and will be issued in similar lots on each of
the subsequent two anniversary dates if the employment agreement is not
terminated by either party. Options to purchase 30,000 shares of the
Company's common stock were also issued to Mr. Berlin. The options were
granted at the closing market price listed on the American Stock Exchange on
the date of the agreement and have a vesting period of three years.
Mr. Berlin has joined the Company as President of Celebrity Interviews
Inc., a newly formed subsidiary. Prior to the employment agreement, the
Company and its officers, directors and affiliates had no relationship with
Mr. Berlin or his associates.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.
ON2.COM INC.
Dated: November 24, 1999 By: /s/ Barry M. Shereck
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Barry M. Shereck
Chief Financial Officer
