NETSCAPE COMMUNICATIONS CORP
8-K, 1998-01-22
PREPACKAGED SOFTWARE
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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


JANUARY 22, 1998
Date of Report (Date of earliest event reported)


NETSCAPE COMMUNICTIONS CORPORATION
(Exact name of Registrant as specified in its charter)



DELAWARE                        0-26310                  94-3200270
State or other                  Commission File Number)  (I.R.S. Employer
jurisdiction of incorporation)                            Identification No.)


501 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices)


(650) 254-1900
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report) <PAGE>

<PAGE>

ITEM 5.  OTHER EVENTS.

     The information set forth in the Registrant's Press Release dated January
22, 1998 is incorporated herein by reference. A more thorough discussion of
factors affecting the Company's business plans and competitive environment is
included in the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, and in its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997.


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

            (C) EXHIBITS

Exhibit No.         Description

99.1                Text of Press Release dated January 22, 1998

<PAGE> 



                             SIGNATURE

     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.


                         NETSCAPE COMMUNICATIONS CORPORATION


Date: January 22, 1998      By: /s/ Peter L.S. Currie     

                            Peter L.S. Currie
                            Executive Vice President and Chief Administrative
                            Officer
<PAGE> 

INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED JANUARY 22, 1998



Exhibit        Description

99.1           Text of Press Release dated January 22, 1998 

<PAGE>

EXHIBIT 99.1


NETSCAPE ANNOUNCES PLANS TO MAKE NEXT-GENERATION COMMUNICATOR SOURCE CODE
AVAILABLE FREE ON THE NET

BOLD MOVE TO HARNESS CREATIVE POWER OF THOUSANDS OF INTERNET DEVELOPERS; COMPANY
MAKES NETSCAPE NAVIGATOR AND COMMUNICATOR 4.0 IMMEDIATELY FREE FOR ALL USERS,
SEEDING MARKET FOR ENTERPRISE AND NETCENTER BUSINESSES


MOUNTAIN VIEW, Calif. (January 22, 1998) -- Netscape Communications Corporation 

(NASDAQ:NSCP) today announced bold plans to make the source code for the next

generation of its highly popular Netscape Communicator client software available

for free licensing on the Internet.  The company plans to post the source code

beginning with the first Netscape Communicator 5.0 developer release, expected 

by the end of the first quarter of 1998.  This aggressive move will enable

Netscape to harness the creative power of thousands of programmers on the

Internet by incorporating their best enhancements into future versions of

Netscape's software. This strategy is designed to accelerate development and

free distribution by Netscape of future high-quality versions of Netscape

Communicator to business customers and individuals, further seeding the

market for Netscape's enterprise solutions and Netcenter business.


In addition, the company is making its currently available Netscape Navigator

and Communicator Standard Edition 4.0 software products immediately free for

all users.  With this action, Netscape makes it easier than ever for

individuals at home, at school or at work to choose the world's most popular

Internet client software as their preferred interface to the Internet.

'The time is right for us to take the bold action of making our client free -

and we are going even further by committing to post the source code for free

for Communicator 5.0,' said Jim Barksdale, Netscape's president and chief

executive officer.  'By giving away the source code

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for future versions, we can ignite the creative energies of the entire Net

community and fuel unprecedented levels of innovation in the browser market.

Our customers can benefit from world-class technology advancements; the

development community gains access to a whole new market opportunity; and

Netscape's core businesses benefit from the proliferation of the market-

leading client software.' 


Netscape plans to make Netscape Communicator 5.0 source code available for

modification and redistribution beginning later this quarter with the first

developer release of the product.  The company will handle free source

distribution with a license that allows source code modification and

redistribution and provides for free availability of source code versions,

building on the heritage of the GNU Public License (GPL), familiar to

developers on the Net. Netscape intends to create a special Web site service

where all interested parties can download the source code, post their

enhancements, take part in newsgroup discussions, and obtain and share

Communicator related information with others in the Internet community. 

Netscape will also continue to develop new technologies and offer periodic

certified, high-quality, supported releases of its Netscape Communicator and

Navigator products, incorporating some of the best features created by this

dynamic community.


The ubiquity of Netscape's client software facilitates Netscape's strategy of

linking millions of individuals to businesses.  Today's announcements will help

to further proliferate Netscape's award-winning client software, which today

has an installed base of more than 68 million, providing a ready market for

businesses using Netscape's Networked Enterprise software solutions and

Netscape Netcenter services.  Netscape's research indicates that in the

education market where Netscape's products are free, the Netscape client

software commands approximately 90 percent of the market, indicating that 

users tend to choose Netscape when the choice is freely available.  Making

its browser software free also will enable Netscape to continue to drive

Internet standards, maximize the number of users on the Internet, and expand

the third-party community of companies and products that take advantage of

the Netscape software platform.

<PAGE> 

Netscape has successfully shifted its business over the past year toward

enterprise software sales and to revenues from its Web site business, and 

way from standalone client revenues.  In the third quarter of 1997,

standalone client revenues represented approximately 18 percent of Netscape's

revenue, with the rest coming from enterprise software, services and the Web

site. Preliminary results for the fourth quarter of 1997, which Netscape

announced January 5, show standalone client revenues decreased to

approximately 13 percent in the fourth quarter.  In the fourth quarter of

1996 by comparison, standalone client revenue represented approximately 45

percent of Netscape's revenue.


In conjunction with its free client, Netscape separately announced today that

it is launching a host of enhanced products and services that leverage its

free client software to make it easy for enterprise and individual customers

to adopt Netscape solutions.  The new products and services reinforce 

Netscape's strategy of leveraging market penetration of its popular client

software and its busy Internet site to seed further sales of Netscape

software solutions in the home and business markets. The new products and

services include enhanced subscription and support packages, an investment

protection program for Netscape Communicator users, new reduced pricing on 

Netscape's retail and enterprise client products, new Premium Services on its

Netscape Netcenter online service and Netscape SuiteSpot server software

upgrades featuring Netscape client software.


In addition, the company separately announced the launch of an aggressive new

software distribution program called 'Unlimited Distribution' to broadly

distribute its market-leading Internet client software for free.  Unlimited

Distribution enables Original Equipment Manufacturers (OEMs), Internet

Service Providers (ISPs), telecommunications companies, Web content

providers, publishers and software developers to download and redistribute

Netscape Communicator and Netscape Navigator easily with 'no strings

attached.'  In addition, beginning immediately, individual users can download

Netscape Communicator or Navigator for free, register for Netscape Netcenter and

at the same time enter the `Choose Netscape' sweepstakes to win

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exciting travel-related prizes, including a grand prize of two all-inclusive,

seven-night tropical resort vacations.


Individuals can download a free copy of Netscape Communicator client software

or the Netscape Navigator browser from the Netscape home page at 

http://home.netscape.com, or by clicking on any of the thousands of 'Netscape

Now' buttons on the Internet.  Netscape Communicator Professional Edition,

which adds features for enterprise customers, will be available for US$29. 


Netscape Communications Corporation is a premier provider of open software for

linking people and information over enterprise networks and the Internet.  The

company offers a full line of Netscape Navigator clients, servers, development

tools and commercial applications to create a complete platform for next-

generation, live online applications. Traded on NASDAQ under the symbol 'NSCP,'

Netscape Communications Corporation is based in Mountain View, California.<PAGE>


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