INTERTRUST TECHNOLOGIES CORP
8-K, 2000-01-05
COMPUTER PROGRAMMING SERVICES
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<PAGE>

                     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)   December 23, 1999
                                                   -----------------------------



                     INTERTRUST TECHNOLOGIES CORPORATION
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


          Delaware                    000-27287              52-1672106
- --------------------------------------------------------------------------------
(State or Other Jurisdiction         (Commission            (IRS Employer
    of Incorporation)                File Number)        Identification No.)



4750 Patrick Henry Blvd., Santa Clara, California               95054
- --------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                 (Zip Code)


Registrant's telephone number, including area code    (408) 855-0100
                                                      --------------------------


                                    None.
- --------------------------------------------------------------------------------
        (Former Name or Former Address, If Changed Since Last Report)

<PAGE>

ITEM 5.  OTHER EVENTS

         In a press release dated December 23, 1999, InterTrust Technologies
Corporation ("InterTrust") (Nasdaq:ITRU) announced that Peter van Cuylenburg,
InterTrust's President and Chief Operating Officer, and a member of InterTrust's
Board of Directors, stepped down from his current role. Mr. van Cuylenburg will
continue working on a part-time basis with InterTrust as an employee with the
title Advisor to the Office of the Chairman. Mr. van Cuylenburg made the
decision to take on a reduced role at the Company due to an unexpected health
related change in his family circumstances. In his new role, he will oversee
various important projects and initiatives relating to operations and strategic
management. He will report directly to InterTrust's Chairman and CEO, Victor
Shear. Edmund Fish, Senior Operating Officer, will continue in his role
overseeing InterTrust's day-to-day operations.

         The information which is set forth in the Registrant's Press Release
dated December 23, 1999 is incorporated by reference.

ITEM 7.  EXHIBITS

(c)  EXHIBITS:

        Exhibit
        Number
        -------

        99.1       Text of Press Release dated December 23, 1999.

                                      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 hereunto duly authorized.

                                        InterTrust Technologies Corporation
                                        -----------------------------------
                                        (Registrant)

Date:  December 28, 1999                By: /s/ Edmund J. Fish
                                            ------------------------------------
                                            Edmund J. Fish, Senior Operating
                                            Officer and Executive Vice
                                            President, Corporate Development

                                      3
<PAGE>

                     INTERTRUST TECHNOLOGIES CORPORATION

                                EXHIBIT INDEX

Exhibit
Number
- -------

99.1       Text of Press Release dated December  23, 1999.

<PAGE>

                                                           EXHIBIT NUMBER 99.1
                                                           -------------------

[LOGO OF INTERTRUST]


                                                                  News Release

         InterTrust Announces Change in Role of Peter van Cuylenburg

  December 23, 1999-Santa Clara, CA-InterTrust Technologies Corporation
(NASDAQ: ITRU), the MetaTrust Utility(TM), today announced that Peter van
Cuylenburg, Director, President and COO, will step down from his current role,
effective immediately, but will remain as an employee with the title Advisor to
the Office of the Chairman.  Mr. van Cuylenburg made the decision to take on a
reduced role at the Company due to an unexpected health related change in his
family circumstances.  In his new role, he will oversee various important
projects and initiatives relating to operations and strategic management.  He
will report directly to the Company's Chairman and CEO, Victor Shear. Edmund
Fish, Senior Operating Officer, will continue in his role overseeing the
Company's day-to-day operations. Mr. van Cuylenburg has agreed to work on a
part-time basis with InterTrust as his sole employer.

InterTrust Technologies Corporation

  InterTrust Technologies Corporation is a leading provider of digital rights
management (DRM). InterTrust has developed a general purpose DRM platform that
serves as a foundation for providers of digital information, technology, and
commerce services to participate in a global system for digital commerce.
InterTrust licenses its DRM platform as software and tools to partners.
Collectively, these partners will offer digital commerce services and
applications that form a global commerce system branded the "MetaTrust Utility."

  For Further Information Contact:
John Amster, 408-855-0100, [email protected]
                           ----------------------
Bonnie McBride, 415-617-2540, [email protected]
                              ------------------------
                                     ##

The statements contained in this release that are not purely historical are
forward-looking statements within the meaning of Section 21E of the Securities
and Exchange Act of 1934, including statements regarding InterTrust's
expectations, beliefs, hopes, intentions or strategies regarding the future. All
forward-looking statements included in this document are based upon information
available to InterTrust as of the date hereof, and InterTrust assumes no
obligation to update any such forward-looking statement. Actual results could
differ materially from current expectations.  Factors that could cause or
contribute to such differences include, but are not limited to, the factors and
risks discussed in InterTrust's reports filed from time to time with the
Securities and Exchange Commission.

Copyright (C) 1999 InterTrust Technologies Corporation. All rights reserved.
InterTrust is a registered trademark of InterTrust Technologies Corporation, and
the InterTrust logo, MetaTrust, and MetaTrust Utility are trademarks of
InterTrust Technologies Corporation, all of which may or may not be used in
certain jurisdictions. All other brand or product names are trademarks or
registered trademarks of their respective companies or organizations.


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