INTERACTIVE NETWORK INC /CA
DFAN14A, 2000-06-23
CABLE & OTHER PAY TELEVISION SERVICES
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                                  SCHEDULE 14A

                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)

Filed by the Registrant / /

Filed by a Party other than the Registrant: /X/

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  Section  240.14a-11(c)  or
                  Section 240.14a-12

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

             INTERACTIVE NETWORK INDEPENDENT SHAREHOLDERS COMMITTEE
                   (Name of Persons(s) Filing Proxy Statement)

         Payment of Filing Fee (Check the appropriate box):

         /X/      No fee required.

         / /      Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
                  and 0-11.

         (1)      Title  of  each  class  of  securities  to  which  transaction
                  applies:

         (2)      Aggregate number of securities to which transaction applies:

         (3)      Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11:


<PAGE>



         (4)      Proposed maximum aggregate value of transaction:

         (5)      Total fee paid:

         / /      Fee paid previously with preliminary materials:

         / /      Check  box if any part of the fee is  offset  as  provided  by
Exchange Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
fee was paid previously.  Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

         (1)      Amount Previously Paid:

         (2)      Form, Schedule or Registration Statement No.:

         (3)      Filing Party:

         (4)      Date Filed:

                                       -2-



<PAGE>
NEWS RELEASE                                FOR IMMEDIATE RELEASE
                                            ---------------------

                                            For further information, call:

                                            Robert Hesse
                                            Interactive Network Independent
                                              Shareholders Committee
                                            (201) 567-4415

                                            Alan Miller
                                            Innisfree M&A Incorporated
                                            (212) 750-5833

          Shareholder Committee calls upon Interactive Network ("INNN")
             to defer shareholder vote on exclusive patent transfer

TENAFLY, NEW JERSEY(June 22, 2000)--The Interactive Network Independent
Shareholders Committee today called upon Interactive Network, Inc. (OTC BB:
INNN) to postpone the shareholder vote on Proposal #3, the proposal to approve
the grant to TWIN Entertainment, Inc. of an "exclusive" license to use INNN's
intellectual property, at INNN's upcoming Annual Meeting of Shareholders,
scheduled for June 30, 2000.

The Committee noted that INNN's Board and management have disclosed no fairness
opinion in connection with the grant of the exclusive license to Twin
Entertainment. The Committee is requesting that INNN retain an investment
banking firm or other qualified experts to provide INNN's shareholders with such
an opinion and to otherwise provide such additional information as may be
necessary to enable the shareholders to make an informed decision on this
exclusive transfer of intellectual property.

The Committee was formed in an effort to add depth and additional expertise to
the Company's Board of Directors and to improve INNN's management. The Committee
is currently waging a proxy contest, seeking to increase the size of INNN's
Board to allow for the election of the Committee's five experienced nominees.

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