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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): NOVEMBER 23, 1998
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NETSCAPE COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26310 94-3200270
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
501 EAST MIDDLEFIELD ROAD, MOUNTAIN VIEW, CALIFORNIA 94043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 254-1900
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On November 23, 1998, Netscape Communications Corporation ("Netscape")
signed a definitive merger agreement with America Online, Inc. ("AOL").
Under the terms of the agreement, all outstanding shares of Netscape common
stock will be exchanged for shares of AOL common stock, and options to
purchase Netscape common stock will be exchanged for options to purchase AOL
common stock and the exercise price and number of shares of Netscape common
stock subject to each Netscape option will be appropriately adjusted to
reflect such exchange ratio. Each share of Netscape common stock will be
exchanged for 0.45 shares of AOL common stock. The transaction will be
accounted for as a pooling of interests and will qualify as a tax-free
reorganization. Following the transaction, James L. Barksdale, President and
CEO of Netscape, will join AOL's Board of Directors. The merger is expected
to close in the spring of 1999 subject to various conditions, including
clearance under the Hart-Scott-Rodino Act and approval by Netscape's
stockholders. Netscape's operations will remain based in Mountain View,
California.
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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.
Dated: November 25, 1998 NETSCAPE COMMUNICATIONS
CORPORATION
/s/ Peter L.S. Currie
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Peter L.S. Currie
Executive Vice President and
Chief Administrative Officer
