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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): March 3, 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 2. Acquisition or Disposition of Assets.
(a) On March 3, 2000, Liberate Technologies, a Delaware corporation,
completed the acquisition of the interactive TV software product known as
VirtualModem-TM- owned by SourceSuite LLC, together with related technology,
intellectual property rights and other assets. The purchase of the VirtualModem
assets was accomplished pursuant to a Merger Agreement and Plan of
Reorganization dated January 12, 2000 (the "Merger Agreement"), by and among
Liberate, Liberate Acquisition Co., Source Media, Inc., Insight Communications
Company, Inc., Insight Interactive, LLC, SourceSuite LLC (a joint venture
between Source Media and Insight Interactive) and SourceSuite Acquisition LLC.
Pursuant to the Merger Agreement, Liberate purchased all of the
VirtualModem software and all related tangible assets and intellectual
properties related to the VirtualModem business in exchange for an aggregate
of 1,772,000 shares of Liberate common stock. At the closing, Liberate and
SourceSuite Acquisition LLC (now SourceSuite LLC) entered into a preferred
content provider agreement for Liberate's promotion of SourceSuite LLC's
programming assets, LocalSource-SM- and SourceGuide-SM-, as well as a
programming services agreement for certain software development services to
be provided by Liberate.
(b) SourceSuite LLC, a joint venture owned by Source Media and Insight
Interactive, is primarily engaged in the business of providing software products
and services for interactive television technology. Liberate intends to continue
to use the acquired assets in a similar manner.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
Combined financial statements of the Virtual Modem Business of Source
Media, Inc. as of and for the years ended December 31, 1997 and 1998
and as of and for the nine month period ended September 30, 1999 and
the Report of Independent Auditors thereon are incorporated by
reference from the Registrant's Form S-1 filed on February 17, 2000, on
pages F-34 through F-45.
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Combined Statements of Operations of
Liberate Technologies and SourceSuite (Virtual Modem) for the six
months ended November 30, 1999 and year ended May 31, 1999 and the
unaudited Pro Forma Condensed Combined Balance Sheet of Liberate
Technologies and SourceSuite (Virtual Modem) as of November 30, 1999
are incorporated by reference from the Registrant's Form S-1 filed on
February 17, 2000, on pages F-46 through F-51.
(c) Exhibits
EXHIBIT
NO. DESCRIPTION
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2.2* Merger Agreement and Plan of Reorganization with
SourceSuite LLC, dated January 12, 2000.
* Previously filed as Exhibit 2.2 to Form S-1 (Reg. No.
333-95139).
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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: March 16, 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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