ACTV INC /DE/
8-K, 1997-02-10
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):   February 7, 1997


                                   ACTV, INC.

             (Exact name of registrant as specified in its charter)



  Delaware                      1-10377                        94-2907258
(State or other             (Commission File               (I.R.S. Employer
jurisdiction of                 Number)                   Identification No.)
organization)


         1270 Avenue of the Americas
         New York, New York                            10020
         (Address of Principal                        Zip Code
         Executive Office)

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.

     The Company  announced  its plans to raise  approximately  $25 million in a
private  placement  through  the  issuance  of debt of one of its  subsidiaries.
Exhibit A is  attached  hereto  pursuant to Rule 135c of the  Securities  Act of
1933.


                                   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.


February 7, 1997                         /s/  William Samuels
                                         ------------------------------
                                     By: William Samuels, President

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[LOGO]  ACTV, INC.                                                  NEWS RELEASE

FROM:     ACTV, Inc.
          Daniel F. Mahoney, Jr., Vice President
          Tel: (212) 262-2570

CONTACT:  MWW/Strategic Communications, Inc.
          Public Relations - Tel. (201) 507-9500
          Contact: Robert E. Swadosh ([email protected])

- --------------------------------------------------------------------------------

                                                           FOR IMMEDIATE RELEASE

       ACTV, INC. SUBSIDIARY PLANS TO RAISE $25 MILLION IN DEBT OFFERING

                  FUNDS TO ADVANCE COMMERCIALIZATION OF ACTV'S
     FIRST TWO INDIVIDUALIZED SPORTS AND ENTERTAINMENT PROGRAMMING CHANNELS

     New York, NY, February 7, 1997 -- ACTV, Inc. (Nasdaq: IATV) today announced
that it plans to raise  approximately  $25 million  through the issuance of debt
through  a  wholly-owned  subsidiary  of  ACTV,  Inc.  Further  terms  were  not
disclosed.  Proceeds  from the debt  financing  will be used  primarily  for the
launch of ACTV's first two premium,  regional sports and entertainment channels.
The  securities  offered  have not been and  will not be  registered  under  the
Securities Act of 1933 or state  securities  laws and may not be offered or sold
absent registration or an applicable exemption from registration requirements.

     Unrelated  to the debt  offering,  ACTV also  announced  that it intends to
raise  approximately $10 million through a public equity offering.  The offering
will be made only by means of a prospectus.



1270 Avenue of the Americas, Suite 2401, Rockefeller Center, New York, NY 10020
           tel (212) 262-2570 fax (212) 459-9548 e-mail [email protected]



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