<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
INTERACTIVE NETWORK, Inc.
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(Name of Issuer)
Common Stock, NO PAR VALUE
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(Title of Class of Securities)
45837P 108
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(CUSIP Number)
Bruce w. Bauer with a copy to:
Interactive Network, Inc. Morrison & Foerster LLP
1161 Old County Road 425 Market Street
Belmont, Ca. 94002 San Francisco, Ca. 94105
(650) 408-8793 (415) 268-7000
Attn: Robert S. Townsend
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 14, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule. including exhibits. See Rule 13d-7(b) for other parties
to whom copies are to be sent.
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CUSIP No. 45837P 108 Page 1 of 7 Pages
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(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
BRUCE W. BAUER
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
Not applicable
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
UNITED STATES
- --------------------------------------------------------------------------------
7. Sole Voting Power
NUMBER OF 2,150,500
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 7,814,589
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 2,150,500
WITH _________________________________________________________________
10. Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,262,939
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.95%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
IN
- --------------------------------------------------------------------------------
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CUSIP No. 45837P 108 Page 2 of 7 Pages
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
JOHN J. BOHRER
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
Not applicable
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
UNITED STATES
- --------------------------------------------------------------------------------
7. Sole Voting Power
NUMBER OF 222,850
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 7,814,589
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 222,850
WITH _________________________________________________________________
10. Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,262,939
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.95%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
IN
- --------------------------------------------------------------------------------
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Page 3 of 7 Pages
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WILLIAM H. GREEN
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(2) Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
Not applicable
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
UNITED STATES
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7. Sole Voting Power
NUMBER OF 75,000
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 7,814,589
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 75,000
WITH _________________________________________________________________
10. Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,262,939
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.95%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
IN
- --------------------------------------------------------------------------------
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Page 4 of 7 Pages
This Statement constitutes Amendment No. 1 to the Statement on
Schedule 13D filed with the Securities Exchange Commission (the "Commission") by
the parties to a Voting Trust Agreement dated April 23, 1999 (the "Voting
Agreement"), executed in connection with a settlement agreement between
Interactive Network, Inc. (the "Company") and certain other parties. The Voting
Agreement was filed as an exhibit to the Company's Form 8-K Report, filed with
the Commission on April 29, 1999.
ITEM 2. IDENTITY AND BACKGROUND
This Statement constitutes the joint filing by Bruce W. Bauer, President, Chief
Executive Officer and Director of the Issuer, John J. Bohrer, Secretary,
Treasurer and Director of the Issuer and William H. Green, a member of the Board
of Directors of the Issuer (collectively, the "Reporting Persons"). The name,
residence or business address and principal occupation of each of the Reporting
Persons is shown below. None of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) in
the last five years. In the last five years, none of the Reporting Persons was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in such person being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. All of the Reporting Persons are United States
citizens.
<TABLE>
<CAPTION>
NAME ADDRESS PRINCIPAL OCCUPATION
- ------------------------------ ------------------------------------------ -----------------------------------
<S> <C> <C>
Bruce W. Bauer Interactive Network Chairman of the Board of
1161 Old County Road Directors, President and
Belmont, California 94002 CEO of the Issuer
- ------------------------------ ------------------------------------------ -----------------------------------
John J. Bohrer 7205 Sugar Ridge Road Director, Secretary and
Corpus Christi, Texas 78413 Treasurer of the Issuer
- ------------------------------ ------------------------------------------ -----------------------------------
William H. Green 17561 Baywood Drive Director, Vice President of
Omaha, NE 68130 D.S.I. Corporation,
Independent Investor
- ------------------------------ ------------------------------------------ -----------------------------------
</TABLE>
On July 14, 1999, Mr. Donald Graham resigned from the
Company's board of directors and from the Committee of Independent Persons (the
"Voting Committee") under the Voting Agreement (as defined in the Voting
Agreement) for personal reasons. Under Section 2 of the Voting Agreement, if any
of the original members of the Voting Committee shall resign or become
incapacitated, he shall first be replaced by William Green, if William Green is
then available and willing to serve. Mr. Green accepted the duties as a member
of the Voting Committee upon Mr. Graham's resignation. All provisions of the
Voting Agreement remain in effect, unaffected by this change in the makeup of
the Voting Committee.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Parties have entered into the Voting Agreement
in order to carry out the terms of the settlement as agreed to by the Settling
Parties. Mr. Donald Graham has resigned as a member of the Voting Committee.
Pursuant to the terms of the Voting Agreement, Mr. William Green has been
appointed as a member of the Voting Committee.
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Page 5 of 7 Pages
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) The responses of the Reporting Persons to Rows (11)
through (13) of the cover page of this Amendement No. 1 to Schedule 13D are
incorporated herein by reference.
(b) The responses of the Reporting Persons to Rows (7) through
(10) of the cover page of this Amendment No. 1 to Schedule 13D are incorporated
herein by reference.
(c) Mr. Bruce Bauer, Mr. John Bohrer and Mr. Donald Graham
each received shared voting power over 7,814,589 shares of Common Stock as of
April 23, 1999, the date of signature of the Voting Agreement. Pursuant to the
Voting Agreement, Mr. William Green replaced Mr. Graham on July 14, 1999, and
received shared voting power, along with Mr. Bauer and Mr. Bohrer over the
7,814,589 shares of Common Stock on that day. Each of the Reporting Persons have
shared voting power and no dispositive power over 7,814,589 shares of Common
Stock pursuant to the Voting Agreement.
(d) To the best knowledge of the Reporting Persons, the right
to receive dividends on and the proceeds from the sale of the shares subject to
the Voting Agreement is held by the record owners of those shares, respectively.
(e) Mr. Donald Graham ceased to be a member of the Voting
Committee on July 14, 1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
To the knowledge of each Reporting Person on the date hereof,
no Reporting Person has any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to securities issued by the
Issuer, including, but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, divisions of profits or loss or the giving or
withholding of proxies, except:
(a) The Reporting Persons have agreed pursuant to the Voting
Agreement to direct the votes of the parties to the Settlement Agreement on all
matters that require such a vote with the exception of any matter regarding Mr.
David Lockton, formerly President and Chief Executive Officer of the Issuer or
certain other major events of the Issuer which are described in the Voting
Agreement (incorporated by reference herein).
(b) Bruce W. Bauer holds options to purchase (i) 150,000
shares of Common Stock at an exercise price of $0.09 per share granted to him on
October 27, 1995, which option is exercisable in full and expires on October 27,
2000, (ii) 900,000 shares of Common Stock at an exercise price of $0.21 per
share granted to him on June 14, 1998, which option is exercisable in full and
expires on June 14, 2003 and (iii) 1,000,000 shares of Common Stock at an
exercise price of $0.59 per share granted to him on June 16, 1999, which option
is exercisable in vote and expires on June 15, 2004. Mr. Bruce Bauer has no
voting rights with respect to these shares to the extent the options are
unexercised.
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Page 6 of 7 Pages
(c) John J. Bohrer holds options to purchase 100,000 shares of
Common Stock at an exercise price of $0.09 per share granted to him on October
27, 1995, which option is exercisable in full and expires on October 27, 2000
and (ii) 50,000 shares of Common Stock at an exercise price of $0.77 per share
granted to him on May 17, 1999, which option is exercisable in full and expires
on May 17, 2004. Mr. John Bohrer has no voting rights with respect to these
shares to the extent the options are unexercised.
(d) William H. Green holds options to purchase (i) 25,000
shares of Common Stock at an exercise price of $0.42 per share granted to him on
February 26, 1999, which option is exercisable in full and expires on February
26, 2004 and (ii) 50,000 shares of Common Stock at an exercise price of $0.77
per share granted to him on May 17, 1999, which option is exercisable in full
and expires on May 17, 2004. Mr. William H. Green has no voting rights with
respect to these shares to the extent the options are unexercised.
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Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 13, 2000 /s/ Bruce W. Bauer
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Bruce W. Bauer
/s/ John J. Bohrer
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John J. Bohrer
/s/ William H. Green
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William H. Green
