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
Date of
Report (Date of earliest event reported):
February 17, 2010
On2
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-15117
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84-1280679
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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3
Corporate Drive, Suite 100
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Clifton
Park, NY
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12065
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(518) 348-0099
Not
Applicable
(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 obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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At the
Reconvened Special Meeting of Stockholders of On2 Technologies, Inc. (“On2”),
held on February 17, 2010, On2’s stockholders adopted the Agreement and Plan of
Merger, dated August 4, 2009, as amended January 7, 2010, among On2, Google Inc.
(Google”), a Delaware corporation, Oxide Inc., a Delaware corporation and a
wholly owned subsidiary of Google (“Oxide”) and Oxide LLC, a Delaware limited
liability corporation and a wholly owned subsidiary of Google (“LLC”), pursuant
to which Oxide will merge with and into On2, with On2 continuing as the
surviving corporation and as a wholly owned subsidiary of Google, and as soon as
practicable thereafter, On2 merging with and into LLC, with LLC continuing as
the surviving corporation of the merger and as a wholly owned subsidiary of
Google. The transaction remains subject to satisfaction or waiver of certain
other closing conditions.
A copy of
the press release issued by On2 regarding the stockholder vote is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01
Financial
Statements and Exhi
bits.
(d) Exhibits
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Exhibit
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99.1
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Press
release issued by On2 Technologies, Inc., dated February 17,
2010
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: February
17, 2010
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On2
Technologies, Inc.
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By:
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/s/
Matthew Frost
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Matthew
Frost
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Interim
Chief Executive Officer and Chief Operating
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
release issued by On2 Technologies, Inc., dated February 17,
2010
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