UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 7, 2005
LIBERATE TECHNOLOGIES
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(Exact name of registrant as specified in its charter)
Delaware 000-26565 94-3245315
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2655 Campus Drive, Suite 250, San Mateo, California 94403
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(Address of principal executive offices) (Zip Code)
(650) 645-4000
Registrant's telephone number, including area code
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of
the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets
On April 7, 2005, Liberate Technologies, (the "Registrant") completed
the previously announced sale of substantially all of the assets of its North
America business to Double C Technologies, LLC (the "Double C"), a joint
venture majority owned and controlled by Comcast Corporation with a minority
investment by Cox Communications, Inc. Double C acquired from the Registrant
and its subsidiaries certain assets and assumed certain limited liabilities
relating to the Registrant's business in the United States, Canada and Mexico
(the "North America Business"). The parties also entered into an agreement to
cross-license technology and intellectual property to one another following
the closing for purposes of the continued conduct of their respective
business. The Registrant received cash consideration of approximately $82
million in connection with the completion of the asset sale to Double C. The
sale was made pursuant to the Asset Purchase Agreement, dated as of January
14, 2005 by and among the Registrant, its subsidiary and Double C ("the
Purchase Agreement") which was attached as Exhibit 2.6 to the Current Report
on Form 8-K/A filed by the Registrant on January 18, 2005. The foregoing
summary descriptions of the asset purchase agreement are qualified in their
entirety by the full text of such agreement. A copy of the press release
announcing the closing of the above transaction is attached to this Current
Report as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events
As a result of the closing of the transaction, the special dividend
in the amount of $2.10 per share of the Registrant's common stock previously
declared by the Board of Directors of the Registrant on March 25, 2005 is now
payable to stockholders of record as of April 4, 2005. In accordance with the
NASD rules, the ex-dividend date will be April 11, 2005. A copy of the press
release announcing the payment of the special dividend is attached to this
Current Report as Exhibit 99.1 and is incorporated herein by reference.
In order to prevent dilution or enlargement of the rights of option
holders, effective upon the date of the payment of the special dividend, the
Registrant will also make an equitable adjustment to the exercise price of
stock options outstanding under the 1999 Incentive Plan as of April 4, 2005.
The equitable adjustment shall consist of a reduction in the exercise price of
such options in an amount equal to the special dividend, or, if the per share
dividend price is equal to or greater than the per share exercise price of any
stock option, then such stock option shall be canceled and replaced with one
share of the Registrant's common stock plus cash equal to the difference
between the per share dividend and the stock options per share exercise price.
Additionally, the stock unit award agreements have been amended to provide
that each holder of outstanding stock units shall be entitled to dividend
equivalent rights relating to the special dividend with respect to stock units
outstanding under the 1999 Incentive Plan as of April 4, 2005, to the extent
such stock units are or become vested, to be credited to the stock unit
holders in cash and settled as of such date or upon vesting of the stock unit,
whichever is later.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of the Registrant dated April 7, 2005
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.
LIBERATE TECHNOLOGIES
By: ________________________
Name: Gregory S. Wood
Title: Executive Vice President and Chief
Financial Officer
Date: April 7, 2005
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of the Registrant dated April 7, 2005