INTERACTIVE NETWORK INC /CA
DFAN14A, 1998-12-09
CABLE & OTHER PAY TELEVISION SERVICES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. __)

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Check the appropriate box:

( ) Preliminary Proxy Statement      ( ) Confidential, for Use of the Commission
                                         Only (as permitted by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement

(X) Definitive Additional Materials

( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                            INTERACTIVE NETWORK, INC.
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                (Name of Registrant as Specified in Its Charter)

               The Committee to Revitalize Interactive Network, Inc.
    ----------------------------------------------------------------------------
          (Name of Person(s) Filing Proxy Statement, if other than the
                                  Registrant)

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<PAGE>

                      INTERACTIVE NETWORK SHAREHOLDERS SEEK
                    TO ELECT NEW BOARD AT DECEMBER 30 MEETING


     MENLO PARK, CA (December 7, 1998).... A group of shareholders owning
approximately 13 percent of Interactive Network Inc. (EBB:INNN) and chaired by
Company Founder and former Chairman and CEO David B. Lockton, 61, has requested
a special shareholders meeting for December 30, 1998 to elect a new Board of
Directors and take other actions. The group, called the Committee to Revitalize
Interactive Network (CRIN), seeks the election of its nominees at the special
meeting because the Company has not held an annual meeting since May, 1995 --
and five of six members of the current Board have not stood for election by
shareholders, but were appointed by other Interactive Network directors.

     According to Lockton, the sole current Director elected by the
shareholders, under pertinent California law, five percent or more of the
shareholders can call a shareholder meeting where the noted lack of Board
elections has occurred.

     "With our proxy materials going into the mail today," Lockton commented,
"the Committee will communicate with all shareholders regarding our proposed
slate of Directors."

     According to Lockton, Interactive Network had developed in several major
metropolitan markets successful pilot programs with subscribers to play-at-home
television games utilizing the Company's patented and proprietary interactive
television technology. Its activities were suspended in August, 1995 because of
a lack of funds caused by the alleged failure of certain outside corporate
investors to meet prior agreements, which led to a lawsuit by Interactive
Network and, ultimately, a settlement by Interactive Network on behalf of the
shareholders, a settlement with which Lockton disagreed.

     "We are dedicated to an all-out effort to create as much value as possible
from the results of the settlement of our long-suffering shareholders," Lockton
said. "Interactive Network's service proved itself before; it can prove itself
again."

     Shareholders wishing to communicate with the Committee can do so via voice
mail at 650-299-8815 or e-mail at [email protected], Lockton said.

     CRIN is soliciting proxies for election of its nominees for director and
for the shareholder proposal set forth in its Proxy Statement currently on file
with the Securities and Exchange Commission. The following persons may be deemed
to be participants in the solicitation by CRIN and standing for election as
directors: Thomas T.M. Danaher; Peter B. Fritzsche; David B. Lockton; N. Ann
McArtor; Robert J. Regan and Jerome Rubin. Members of CRIN beneficially own
3,039,000 shares of common IN stock in total, which includes vested options of
2,253,000 shares.




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