<PAGE>
-------------------------------------------------------------------------------
UNITED STATES
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
NOVEMBER 3, 2000 1-15117
-------------------------------------- ------------------------------
Date of Report (Date of earliest event reported) (Commission File Number)
ON2.COM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-1280679
-------------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
375 GREENWICH STREET
NEW YORK, NEW YORK 10013
----------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 941-2400
------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On2.com Inc. (the "Company" or "On2"), a Delaware corporation, agreed to acquire
Eight Cylinder Studios, Inc. ("8CS"), a California corporation, pursuant to the
terms of an Agreement and Plan of Merger, dated as of July 13, 2000, as amended
on September 29, 2000, October 26, 2000 and October 31, 2000 (as amended, the
"Merger Agreement"), by and among the Company, 8C Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of the Company, 8CS and certain
shareholders of 8CS, whereby 8CS was merged with and into 8C Acquisition Corp.
The merger was completed on November 3, 2000. 8CS is a California corporation
that offers content development and interface technologies solutions for the
broadband Internet market.
Pursuant to the Merger Agreement, the Company agreed to pay the following
consideration: (i) in exchange for each outstanding share of 8CS common
stock, the Company issued approximately .02479 shares of its common stock,
par value $0.01 per share ("Common Stock") and .03718 options to purchase
shares of Common Stock, and (ii) in exchange for each outstandinng share of
8CS preferred stock, the Company issued .06197 shares of Common Stock. The
Company issued approximately 598,428 shares of Common Stock and approximately
897,642 options to purchase Common Stock in exchange for all outstanding
shares of 8CS common stock. In addition, the Company issued approximately
150,210 shares of Common Stock in exchange for all outstanding shares of 8CS
preferred stock. In connection with the merger, the Company incurred
approximately $630,000 of transaction costs. The merger will be accounted for
as a purchase business combination. The net assets of 8CS acquired by the
Company consisted primarily of equipment and other operating assets as well
as certain intangible assets. These assets are used in connection with the
operation of 8CS' broadband technology services. The Company intends to
operate the business and use the assets as previously operated and used by
8CS, provided that strategic initiatives and operating conditions may lead to
changes in 8CS' future operations.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) The audited financial statements of 8CS required by this Form 8-K
will be filed by amendment no later than January 17, 2001.
(b) The pro forma unaudited financial statements of 8CS required by
this Form 8-K will be filed by amendment no later than January 17, 2001.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Merger, dated as of July
13, 2000, by and among On2.com Inc., 8C
Acquisition Corp., Eight Cylinder Studios, Inc.
and certain shareholders of Eight Cylinder Studios,
Inc.
2.2 Amendment One to Agreement and Plan of Merger,
dated as of September 29, 2000, by and among
On2.com Inc., 8C Acquisition Corp., Eight Cylinder
Studios, Inc. and certain shareholders of Eight
Cylinder Studios, Inc.
2.3 Amendment Two to Agreement and Plan of Merger,
dated as of October 26, 2000, by and among On2.com
Inc., 8C Acquisition Corp., Eight Cylinder
Studios, Inc. and certain shareholders of Eight
Cylinder Studios, Inc.
2.4 Amendment Three to Agreement and Plan of Merger,
dated as of October 31, 2000, by and among On2.com
Inc., 8C Acquisition Corp., Eight Cylinder
Studios, Inc. and certain shareholders of Eight
Cylinder Studios, Inc.
3
<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.
By: /s/ Mark J. Meagher
------------------------------------
Name: Mark J. Meagher
Title: Executive Vice President and
Chief Financial Officer
Dated: November 20, 2000
4
