On2Com Inc � 8-K � For 11/3/0

Filed On 11/20/0 � Accession Number 0000912057-00-050888

File Number 1-15117 (773096)

Current Report � Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Bytes

 1  8-K         Form 8-K                                               4     20K 
 2  EX-2.1      Plan of Acquisition, Reorganization, Arrangement,     54    277K 
                          Liquidation or Succession                              
 3  EX-2.2      Plan of Acquisition, Reorganization, Arrangement,      3     17K 
                          Liquidation or Succession                              
 4  EX-2.3      Plan of Acquisition, Reorganization, Arrangement,      4     21K 
                          Liquidation or Succession                              
 5  EX-2.4      Plan of Acquisition, Reorganization, Arrangement,      4     23K 
                          Liquidation or Succession                              

8-K � Form 8-K

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------------------------------------------------------------------------------- 
 UNITED STATES
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 

NOVEMBER 3, 2000                                 1-15117
--------------------------------------           ------------------------------ 
Date of Report (Date of earliest event reported)    (Commission File Number)    

ON2.COM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 DELAWARE                                       84-1280679
--------------------------------------           ------------------------------ 
(State or other jurisdiction of                      (I.R.S. Employer           
incorporation or organization)                     Identification Number)     

375 GREENWICH STREET
NEW YORK, NEW YORK 10013
----------------------------------------------
 (Address of principal executive offices) (Zip Code)

(212) 941-2400
------------------------------------------
(Registrant's telephone number, including area code)

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ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS                                

On2.com Inc. (the "Company" or "On2"), a Delaware corporation, agreed to acquire
Eight Cylinder Studios, Inc. ("8CS"), a California corporation, pursuant to the 
terms of an Agreement and Plan of Merger, dated as of July 13, 2000, as amended 
on September 29, 2000, October 26, 2000 and October 31, 2000 (as amended, the   
"Merger Agreement"), by and among the Company, 8C Acquisition Corp., a Delaware 
corporation and a wholly owned subsidiary of the Company, 8CS and certain       
shareholders of 8CS, whereby 8CS was merged with and into 8C Acquisition Corp.  
The merger was completed on November 3, 2000. 8CS is a California corporation   
that offers content development and interface technologies solutions for the    
broadband Internet market.                                                      

Pursuant to the Merger Agreement, the Company agreed to pay the following       
consideration: (i) in exchange for each outstanding share of 8CS common         
stock, the Company issued approximately .02479 shares of its common stock,      
par value $0.01 per share ("Common Stock") and .03718 options to purchase       
shares of Common Stock, and (ii) in exchange for each outstandinng share of     
8CS preferred stock, the Company issued .06197 shares of Common Stock. The      
Company issued approximately 598,428 shares of Common Stock and approximately   
897,642 options to purchase Common Stock in exchange for all outstanding        
shares of 8CS common stock. In addition, the Company issued approximately       
150,210 shares of Common Stock in exchange for all outstanding shares of 8CS    
preferred stock. In connection with the merger, the Company incurred            
approximately $630,000 of transaction costs. The merger will be accounted for   
as a purchase business combination. The net assets of 8CS acquired by the       
Company consisted primarily of equipment and other operating assets as well     
as certain intangible assets. These assets are used in connection with the      
operation of 8CS' broadband technology services. The Company intends to         
operate the business and use the assets as previously operated and used by      
8CS, provided that strategic initiatives and operating conditions may lead to   
changes in 8CS' future operations.                                              

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ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS                                   

   (a)   The audited financial statements of 8CS required by this Form 8-K
will be filed by amendment no later than January 17, 2001.                      

 (b)   The pro forma unaudited financial statements of 8CS required by
this Form 8-K will be filed by amendment no later than January 17, 2001.        

(c)   Exhibits                                                      

EXHIBIT NO.     DESCRIPTION                             
-----------     -----------                             

            2.1       Agreement and Plan of Merger, dated as of July
               13, 2000, by and among On2.com Inc., 8C
                       Acquisition Corp., Eight Cylinder Studios, Inc.
                           and certain shareholders of Eight Cylinder Studios,
Inc.                    

            2.2       Amendment One to Agreement and Plan of Merger,
                    dated as of September 29, 2000, by and among
                          On2.com Inc., 8C Acquisition Corp., Eight Cylinder
                       Studios, Inc. and certain shareholders of Eight
Cylinder Studios, Inc.  

            2.3       Amendment Two to Agreement and Plan of Merger,
                          dated as of October 26, 2000, by and among On2.com
                  Inc., 8C Acquisition Corp., Eight Cylinder
                       Studios, Inc. and certain shareholders of Eight
Cylinder Studios, Inc.  

              2.4       Amendment Three to Agreement and Plan of Merger,
                          dated as of October 31, 2000, by and among On2.com
                  Inc., 8C Acquisition Corp., Eight Cylinder
                       Studios, Inc. and certain shareholders of Eight
Cylinder Studios, 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 thereunto duly authorized.                                          

 ON.2 COM INC.

            By: /s/  Mark J. Meagher
                                ------------------------------------
                Name:    Mark J. Meagher
                             Title:   Executive Vice President and
                                 Chief Financial Officer

Dated:  November 20, 2000                                                       

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Dates Referenced Herein � and � Documents Incorporated By Reference