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SECURITIES AND EXCHANGE COMMISSION
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Interactive Network, Inc.
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(Name of Registrant as Specified in Its Charter)
The Committee to Revitalize Interactive Network, Inc.
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<PAGE>
INTERACTIVE NETWORK SHAREHOLDERS CLAIM
TCI SEEKS TO REGAIN CONTROL
MENLO PARK, CA (December 16, 1998) . . . The Committee to Revitalize Interactive
Network (CRIN) announced today that David B. Lockton, Chairman of the Committee,
has been served with motions filed by Denver-based TCI in the Alameda County
Court and the San Mateo County Court petitioning those courts to delay the
Interactive Network Inc. (EBB:INNN) shareholders' meeting noticed by 11
shareholders for December 30, 1998. Peter Fritzsche, a member of CRIN, stated
"It is now very clear that the unelected incumbents currently running
Interactive Network are acting in concert with TCI. These motions are seeking to
delay the special meeting called by Mr. Lockton and ten other shareholders until
after eight million new shares of our Company's stock can be issued to a Voting
Trust set up by the unelected directors, who have appointed themselves as
Trustees." TCI's motions allege that allowing the Company to meet and elect
directors before these shares are issued to the incumbents is an attempt to
subvert the purpose and intent of the Company's Settlement Agreement with TCI.
According to Fritzche there is no disagreement between the CRIN
slate of Directors and the current management of Interactive Network over the
implementation of the Settlement Agreement. "The Settlement Agreement is
unfortunate, but it is behind us," Fritzche said. "We have stated that we have
no intention of doing anything other than implement the Settlement Agreement.
This is about delivering control of Interactive Network back to TCI, not about
the Settlement Agreement."
Lockton added, "What TCI has now confirmed in their court filings is
incredible. We fought for 3 1/2 years investing well over $1 million of
shareholders money in the litigation seeking to retain our intellectual property
and the right to operate our Company for the benefit of the shareholders free
from TCI influence. It is now clear that TCI is supporting the move by the
unelected incumbents to reach an agreement that would pay the unelected
incumbents large salaries and issue eight million new shares, thereby ensuring
their seats on the Board. By this maneuver, the unelected incumbents and TCI
hope to reacquire control of Interactive Network, and with it the intellectual
property of the Company, without the shareholders ever having a chance to speak.
These recent filings make it crystal clear that the unelected incumbent Board,
its current Chairman Bruce Bauer and TCI are now joined in an effort to control
the Company at the time of cash disbursement is made and the intellectual
property is returned."
According to Lockton, at a Board meeting today, the unelected
incumbents on the Interactive Network Board approved a Reorganization Plan to be
implemented after the Bankruptcy Proceedings are concluded. "In the Plan,"
Lockton said, "they now envision, after ten months, adding persons with relevant
experience to go forward, as well as an advisory board to advise them on what to
do next. At the meeting the unelected incumbents on the Board also agreed to
vest Bauer's $125,000 salary, regardless of how long he remains with the
Company, and agreed to grant him a vested option on 900,000 shares of common
stock, or three percent of the Company, at $0.21 per share.
<PAGE>
"To my knowledge, Lockton added, "they have not received any formal
proposals from outside companies that come close to supporting a $40 million
valuation on the technology, which they previously announced. They have
misrepresented statements from my deposition taken by TCI's lawyer in the
litigation against TCI and confuse the value of the patents on a stand alone
basis with the value of a going concern in 1994. They also used my proposal to
the Company which offered the future potential of $40 million or more to the
shareholders for a going concern (a proposal that they refused to consider) to
mislead the shareholders into believing that they have an offer by third parties
to support this valuation."
CRIN's special meeting of shareholders document was mailed on
December 7, 1998 to shareholders of record on December 4. The CRIN Committee can
be reached through voice mail at 650-299-8815 or email [email protected].
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