<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 1, 2000
ON2.COM INC.
(Exact name of registrant as specified in its charter)
COLORADO 000-23171 85-1280679
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
375 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 941-2400
1
<PAGE>
ITEM 5. OTHER EVENTS
On2.com Inc. reports that it has entered into a lockup agreement with
thirteen of its shareholders covering an aggregate of approximately 10,018,000
shares of the company's common stock. This agreement provides that these
shareholders, who may otherwise have been able to sell these shares pursuant to
Rule 144 of the Securities Act of 1933 on June 15, 2000, will not sell such
shares before December 20, 2000.
Two members of the company's senior management have agreed to be bound
by certain transfer restrictions in addition to the lockup agreement described
above. These executives hold in the aggregate 2,502,261 common shares, 1,876,695
of which are covered by the lockup agreement and may not be sold before December
20, 2000. They have agreed to an additional lockup arrangement limiting sales to
250,226 shares from June 15 through July 14, 2000, and permitting sales of an
additional 250,226 shares from July 15 to August 14, 2000.
In addition to the aforementioned shares, approximately 7,812,006
shares will become tradable under Rule 144 on June 15, 2000; 169,444 shares on
September 27, 2000; 862,654 shares on October 22, 2000; 121,543 shares on
November 11, 2000; and 821,460 shares on December 30, 2000.
2
<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 thereunto duly authorized.
ON.2 COM INC.
(Registrant)
By: /s/ Daniel B. Miller
------------------------------------------
Name: Daniel B. Miller
Title: Chief Executive Officer
Dated: March 1, 2000
3
