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): October 29, 2009
On2
Technologies, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State of
incorporation or organization)
1-15117
(Commission
File Number)
84-1280679
(IRS
Employer Identification No.)
3
Corporate Drive, Suite 100, Clifton Park, NY 12065
(518)
348-0099
(Address,
including zip code, and telephone number, including area code, of
Registrant's
principal executive offices)
Not
applicable
(Former
name, former address and former fiscal year, if applicable)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
þ
|
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))
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Item
2.02. Results of Operations and Financial Condition
On
October 29, 2009, On2 Technologies, Inc. issued a press release announcing its
financial results for the third quarter ended September 30, 2009. A
copy of the press release is furnished as Exhibit 99.1 to this
report.
Additional
Information and Where to Find It
Google
has filed a Registration Statement with the SEC in connection with the proposed
merger, which includes a preliminary Proxy Statement of On2 and also constitutes
a Prospectus of Google. The definitive Proxy Statement/Prospectus will be mailed
to On2 stockholders prior to the On2 special meeting. The Registration Statement
and the Proxy Statement/Prospectus contain important information about Google,
On2, the proposed merger and related matters.
Investors and security holders are
urged to read the Registration Statement and the Proxy
Statement/Prospectus (including all amendments and supplements to it)
carefully.
Investors and security holders may also obtain free copies of
the Registration Statement and the Proxy Statement/Prospectus and other
documents filed with the SEC by Google and On2 through the web site maintained
by the SEC at www.sec.gov and by contacting Google Investor Relations at
+1-650-253-7663 or On2 Investor Relations at +1-518-881-4299. In addition,
investors and security holders can obtain free copies of the documents
filed with the SEC on Google’s website at investor.google.com and on On2’s
website at www.on2.com.
Participants
in the Solicitation
Google,
On2 and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the proposed
merger. Information regarding Google’s executive officers and directors is
included in Google’s definitive proxy statement, which was filed with the SEC on
March 24, 2009, and information regarding On2’s executive officers and directors
is included in On2’s definitive proxy statement, which was filed with the SEC on
April 7, 2009. The Proxy Statement/Prospectus for the proposed merger also
provides additional information about participants in the solicitation of
proxies from On2 stockholders, which participants' interests may differ from On2
stockholders generally. You can obtain free copies of these documents from
Google or On2 using the contact information below.
Item 9.01. Financial Statements and
Exhibits
(d)
Exhibits.
99.1.
Press release of On2 Technologies, Inc. dated October 29, 2009.
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.
Date:
October 29, 2009
|
On2
Technologies, Inc.
By:
/s/ Matthew
Frost
|
|
Name:
Matthew
Frost
|
|
Title:
Interim Chief Executive Officer and Chief Operating
Officer
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On2
Technologies, Inc.
Current
Report on Form 8-K
Dated
October 29, 2009
EXHIBIT
INDEX
Exhibit
Number
|
Description
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99.1
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Press
release of On2 Technologies, Inc. dated August 29,
2009
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