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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
Date of Report (Date of earliest event reported): June 22, 2000
LIBERATE TECHNOLOGIES
(Exact name of registrant as specified in its charter)
Delaware 000-26565 94-3245315
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
2 Circle Star Way, San Carlos, California 94070-6200
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 701-4000
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On June 22, 2000, Liberate Technologies, a Delaware corporation
("Liberate") and MoreCom, Inc., a Pennsylvania corporation ("MoreCom") completed
the merger of MoreCom with and into a wholly-owned subsidiary of Liberate in
accordance with the Plan and Agreement of Reorganization (the "Merger
Agreement") between Liberate and MoreCom, among others, dated March 27, 2000.
Pursuant to the Merger Agreement, each issued and outstanding share of
common and preferred stock of MoreCom was converted into the right to receive
0.31252641 shares of common stock of Liberate. In addition, each outstanding
option to purchase shares of MoreCom common stock under the MoreCom 1998 Stock
Option Plan and the MoreCom 2000 Equity Incentive Plan was assumed by Liberate.
Upon exercise of such MoreCom options, the optionholders would receive an
equivalent number of shares of Liberate common stock calculated on the basis of
the foregoing conversion ratio, with a corresponding adjustment to the exercise
price. MoreCom was the surviving entity in the merger and continues as a
wholly-owned subsidiary of Liberate.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The Registrant will provide the financial statements required by
paragraph (a) of Item 7 of Form 8-K promulgated by the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), if any such information is required, on a Form
8-K/A within 60 days of the date that this initial report on Form 8-K is
required to be filed with the Commission.
(b) Pro Forma Financial Information
The Registrant will provide the pro forma financial information
required by paragraph (b) of Item 7 of Form 8-K promulgated by the Commission
pursuant to the Exchange Act, if any such pro forma financial information is
required, on a Form 8-K/A within 60 days of the date that this initial report on
Form 8-K is required to be filed with the Commission.
(c) Exhibits
EXHIBIT
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NO. EXHIBIT
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2.3 Plan and Agreement of Reorganization with MoreCom, Inc., dated
March 27, 2000.
2.4 Amendment No. 1 to Plan and Agreement of Reorganization with
MoreCom, Inc.
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Signature
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
undersigned, thereunto duly authorized.
Liberate Technologies
Date: July 7, 2000 by: /s/ Nancy J. Hilker
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Nancy J. Hilker,
Vice President and
Chief Financial Officer
(Duly authorized officer and
Principal Financial Officer)
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