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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 18, 2000
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ON Technology Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-26376 04-3162846
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(Commission File Number) (IRS Employer Identification No.)
Waltham Woods
880 Winter Street, Building 4
Waltham, MA 02451-1449
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(Address Of Principal Executive Offices)
(781) 487-3300
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(Registrant's Telephone Number, Including Area Code)
Waltham Woods
880 Winter Street--Building Four
Waltham, MA 02451
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5: Other Events
ON Technology Corporation ("ON") reports the signing of (i) an Exchange
Agreement with Castle Creek Technology Partners LLC ("Castle Creek") pursuant to
which (A) the Common Stock Purchase Warrant dated December 29, 1999 issued to
Castle Creek shall be exchanged for a Common Stock Purchase Warrant dated
December 18, 2000 issued to Castle Creek (the "New Castle Creek Warrant") and a
Promissory Note in the principal amount of $500,000 issued to Castle Creek (the
"Castle Creek Note") and (ii) an Exchange Agreement with Marshall Capital
Management, Inc. ("Marshall Capital") pursuant to which the Common Stock
Purchase Warrant dated December 29, 1999 issued to Marshall Capital shall be
exchanged for a Common Stock Purchase Warrant dated December 18, 2000 issued to
Marshall Capital (the "New Marshall Capital Warrant") and a Promissory Note in
the principal amount of $500,000 issued to Marshall Capital (the "Marshall
Capital Note"). See attached copies of the press release issued on December 18,
2000, the Exchange Agreements, the New Castle Creek Warrant, the Castle Creek
Note, the New Marshall Capital Warrant, the Marshall Capital Note and the Mutual
General Releases entered into in connection with the Exchange Agreements, all of
which are, by this reference, incorporated herein.
Exhibits to Form 8-K
1. Exchange Agreement by and between ON Technology Corporation and Castle
Creek Technology Partners LLC dated December 18, 2000.
2. Exchange Agreement by and between ON Technology Corporation and
Marshall Capital Management, Inc. dated December 18, 2000.
3. ON Technology Corporation Common Stock Purchase Warrant dated December
18, 2000 issued to Castle Creek Technology Partners LLC.
4. ON Technology Corporation Common Stock Purchase Warrant dated December
18, 2000 issued to Marshall Capital Management, Inc.
5. Promissory Note in the principal amount of $500,000 issued by ON
Technology Corporation to Castle Creek Technology Partners LLC.
6. Promissory Note in the principal amount of $500,000 issued by ON
Technology Corporation to Marshall Capital Management, Inc.
7. ON Technology Corporation Press Release dated December 18, 2000.
8. Mutual General Release between ON Technology Corporation and Castle
Creek Technology Partners LLC.
9. Mutual General Release between ON Technology Corporation and Marshall
Capital Management, Inc.
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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.
ON Technology Corporation
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(Registrant)
Date December 21, 2000 By /s/ Robert L. Doretti
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Robert L. Doretti
Chief Executive Officer
