ACTV INC /DE/
8-K, 1996-12-24
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.
 
Date of Report (Date of earliest event reported): December 23, 1996
 
                                   ACTV, INC.
 
                            ------------------------
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<CAPTION>
        Delaware                              1-10377                   94-2907258
        --------                              -------                   -----------
<S>                                      <C>                          <C>
(State or other jurisdiction             (Commission File              (I.R.S. Employer
      of organization)                        Number)                 Identification No.)


                                   1270 Avenue of the Americas
                                   New York, New York                  10020
                                   ----------------------------        -----------
                                   (Address of Principal               Zip Code
                                   Executive Office)                                              
</TABLE>
 
Registrant's telephone number, including area code: (212) 262-2570
 
                                 Not Applicable
                             ------------------------
         (Former name or former address; if changed since last report)


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Item 5.        Other Events.

        Pursuant  to the  several  agreements  entered  into in  August  1996 in
connection  with the  private  placement  of  400,000  shares of 5%  convertible
preferred stock of ACTV Holdings, Inc. and ACTV Financing, Inc., ACTV Financing,
Inc. was merged into ACTV Holdings,  Inc., which is the surviving corporation on
December 23, 1996.   Each  share of  preferred stock of   ACTV Financing,  Inc.,
and  all  rights  in  respect  thereof,  were  converted  into  one (1) share of
preferred  stock  of  ACTV   Holdings,  Inc., with the amount of any accrued and
unpaid dividends on any preferred stock of ACTV Financing, Inc. constituting the
amount  of  accrued  and  unpaid  dividends  under  the  preferred stock of ACTV
Holdings, Inc. received  in  such  exchange  as of  December 23, 1996.

                                   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.


                                                           ACTV, INC.

Date: December 24, 1996                       By: /s/ William Samuels
     --------------------------                   ----------------------------
                                                   William Samuels, President



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