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UNITED STATES
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): July 16, 2000
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LIBERATE TECHNOLOGIES
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-26565 94-3245315
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2 Circle Star Way, San Carlos, California 94070-6200
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(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (650) 701-4000
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(Former Name or Former Address, if Changed Since Last Report.)
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ITEM 5. OTHER EVENTS
On July 16, 2000, Cisco Systems, Inc., a California corporation, agreed to
purchase 3,963,780 shares of Liberate Technologies common stock, subject to the
terms and conditions of the Stock Purchase Agreement, attached as an exhibit
hereto and incorporated by reference herein.
Pursuant to the Stock Purchase Agreement, Cisco has agreed to purchase
3,963,780 shares of Liberate common stock for $25.22844 per share, resulting in
aggregate cash proceeds to Liberate of $100,000,000.00. The price per share was
determined by dividing 100,000,000 by (95%) ninety-five percent of the average
closing price during the last ten (10) trading days preceding the trading date
immediately prior to the date of the Stock Purchase Agreement.
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ITEM 7. EXHIBITS
Exhibit
Number Description
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10.43 Stock Purchase Agreement dated as of July 16, 2000 by and
among Liberate Technologies and Cisco Systems, Inc.
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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 hereunto duly authorized.
LIBERATE TECHNOLOGIES
Date: July 28, 2000 By: /s/ Nancy J. Hilker
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Name: Nancy J. Hilker
Title: Vice President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit
Number Description
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10.43 Stock Purchase Agreement dated as of July 16, 2000 by and
among Liberate Technologies and Cisco Systems, Inc.
