-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UPC0OL9du6BwAk7ZFwhrAX+PHHs7KNs1dyk0VNB90DIicriBtfWQomWhURQqxMrC /LXRTWorABBWPhslpLwkfw== 0000950146-99-000878.txt : 19990421 0000950146-99-000878.hdr.sgml : 19990421 ACCESSION NUMBER: 0000950146-99-000878 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTV INC /DE/ CENTRAL INDEX KEY: 0000854152 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 942907258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-10377 FILM NUMBER: 99597646 BUSINESS ADDRESS: STREET 1: 1270 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122622571 MAIL ADDRESS: STREET 1: 12270 AVE OF THE AMERICAS #2401 STREET 2: 12270 AVE OF THE AMERICAS #2401 CITY: NEW YORK STATE: NY ZIP: 10020 10-K405/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 ACTV, Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 94-2907258 --------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1270 Avenue of the Americas New York, New York 10020 ------------------------------------------ (Address of principal executive offices) (Zip Code) (212) 262-2570 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12 (b) of the Act: Title of each class Name of exchange on which registered ------------------- ------------------------------------ Common Stock, Par Value $0.10 Boston Stock Exchange Securities registered pursuant to Section 12 (g) of the Act: Common Stock, par value $0.10 per share --------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of April 19, 1999, the aggregate market value of the voting stock held by non-affiliates of the registrant (based on The Nasdaq Stock Market closing price on April 16, 1999) was $499,102,147. As of April 19, 1998, there were 39,136,915 shares of the registrant's common stock outstanding. 1 The Company's Annual Report on Form 10-K filed March 19, 1999, is being amended to include as Exhibit 99 an Independent Auditors Consent to the incorporation by reference of their report dated March 11, 1999 in certain Registration Statements on Form S-3 and to amended the Exhibit Index to reflect the inclusion of Exhibit 99. (a)3. EXHIBITS INDEX (inapplicable items omitted): 3.1.a Restated Certificate of Incorporation of ACTV, Inc.* 3.1.b Amendment to Certificate of Incorporation of ACTV, Inc.** 3.1.c Certificate of Designation of Series B 10% Convertible Preferred Stock of ACTV, Inc.****** 3.2 By-Laws of ACTV, Inc.* 9.1 Voting Agreement dated November 11, 1994, by and between William C. Samuels and Michael J. Freeman.*** 9.2 Voting Trust Agreement dated March 10, 1994 by and among William C. Samuels, The Washington Post Company and ACTV, Inc.** 10.1 First Amendment to Lease, dated December January 13, 1997 by and between the Registrant, as the Tenant, and Rockefeller Center Properties, as the Landlord.**** 10.2 Form of 1989 Employee Incentive Stock Option Plan.* 10.3 Form of Amendment No. 1 to 1989 Employee Incentive Stock Option Plan.* 10.4 Form of 1989 Employee Non-qualified Stock Option Plan.* 10.5 Form of Amendment No. 1 to 1989 Employee Non-qualified Stock Option Plan.* 10.8 1996 Non-qualified Stock Option Plan.**** 10.9 1992 Stock Appreciation Rights Plan.**** 10.10 1996 Stock Appreciation Rights Plan.**** 10.11 deleted--replaced by 10.40 10.12 deleted--replaced by 10.41 10.13 deleted--replaced by 10.42 10.14 Master Programming License Agreement dated December 2, 1996, by and between ACTV, Inc. and Liberty/Fox Sports, LLC.**** 10.15 Enhancement License Agreement dated December 4, 1996, by and between ACTV, Inc. and Prime Ticket Networks, L.P., d/b/a Fox Sports West.++, **** 10.16 Enhancement License Agreement dated February 28, 1997, by and between ACTV, Inc. and ARC Holding, Ltd., d/b/a Fox Sports Southwest.++, **** 10.17 Agreement dated march 30, 1995 between General Instrument Corporation and ACTV, Inc.*** 10.18 Technical Services Agreement dated May 1995 between the David Sarnoff Research Center, Inc. and ACTV, Inc.*** 10.19 Option Agreement dated December 4, 1995 between the David Sarnoff Research Center and ACTV, Inc.**** 10.21(a) deleted 10.21(b) deleted 10.21(c) Option Agreement dated September 29, 1995 between ACTV, Inc. and Richard H. Bennett.*** 10.21(d) Assignment dated September 29, 1995 between ACTV, Inc. and Richard H. Bennett.*** 10.21(e) deleted--replaced by 10.44(a) 10.21(f) deleted 10.21(h) deleted--replaced by 10.44(b) 10.21(j) deleted--replaced by 10.44(c) 10.22 deleted--expired 10.23(a) deleted--replaced by 10.43(a) 10.23(b) deleted--replaced by 10.43(b) 10.23(c) deleted--replaced by 10.43(c) 10.23(d) deleted 10.23(e) deleted 10.23(f) deleted 10.23(g) deleted 10.24(a) Stock Option Agreement, dated March 14, 1997, by and between HyperTV Networks, Inc. and William C. Samuels. + 10.24(b) Stock Option Agreement, dated March 14, 1997, by and between HyperTV Networks, Inc. and Bruce Crowley. + 10.24(c) Stock Option Agreement, dated October 1, 1997, by and between HyperTV Networks, Inc. and William Samuels. + 10.24(d) Stock Option Agreement, dated October 1, 1997, by and between HyperTV Networks, Inc. and Bruce Crowley. + 10.25(a) Stock Option Agreement by and between ACTV Entertainment, Inc. and William Samuels dated March 14, 1997 and amended January 14, 1998. + 10.25(b) Stock Option Agreement by and between ACTV Entertainment, Inc. and David Reese dated March 14, 1997 and amended January 14, 1998. + 10.26(a) Stock Option Agreement by and between Florida Individualized Television Network, Inc. and William Samuels dated June 3, 1997 and amended January 14, 1998. + 10.26(b) Stock Option Agreement by and between Northwest Individualized Television Network, Inc. and William Samuels dated June 3, 1997 and amended January 14, 1998. + 10.26(c) Stock Option Agreement by and between New York Individualized Television Network, Inc. and William Samuels dated June 3, 1997 and amended January 14, 1998. + 10.26(d) Stock Option Agreement by and between San Francisco Individualized Television Network, Inc. and William Samuels dated June 3, 1997 and amended January 14, 1998. + 10.26(e) Stock Option Agreement by and between Los Angeles Individualized Television Network, Inc. and William Samuels dated March 14, 1997 and amended January 14, 1998. + 10.26(f) Stock Option Agreement by and between Texas Individualized Television Network, Inc. and William Samuels dated March 14, 1997 and amended January 14, 1998. + 10.26(g) Stock Option Agreement by and between Florida Individualized Television Network, Inc. and David Reese dated June 3, 1997 and amended January 14, 1998. + 10.26(h) Stock Option Agreement by and between Northwest Individualized Television Network, Inc. and David Reese dated June 3, 1997 and amended January 14, 1998. + 10.26(i) Stock Option Agreement by and between New York Individualized Television Network, Inc. and David Reese dated June 3, 1997 and amended January 14, 1998. + 10.26(j) Stock Option Agreement by and between San Francisco Individualized Television Network, Inc. and David Reese dated June 3, 1997 and amended January 14, 1998. + 10.26(k) Stock Option Agreement by and between Los Angeles Individualized Television Network, Inc. and David Reese dated March 14, 1997 and amended January 14, 1998. + 10.26(l) Stock Option Agreement by and between Texas Individualized Television Network, Inc. and David Reese dated March 14, 1997 and amended January 14, 1998. + 10.27 ACTV Entertainment Shareholder Agreement dated March 14, 1997 and amended January 14, 1998. + 10.28 HyperTV Networks Shareholder Agreement dated March 14, 1997. + 10.29 HyperTV Networks Additional Shareholder Agreement dated October 1,1997. + 10.30 deleted--replaced by 10.45 10.31 deleted--replaced by 10.46 10.32 The Los Angeles Individualized Television Network, Inc. Sublicense Agreement dated March 14, 1997 between ACTV Entertainment and The Los Angeles Individualized Television Network, Inc. + 10.33 The San Francisco Individualized Television Network, Inc. Sublicense Agreement dated January 1, 1989 between ACTV Entertainment and The San Francisco Individualized Television Network, Inc. + 10.34 The Texas Individualized Television Network, Inc. Sublicense Agreement dated March 14, 1997 between ACTV Entertainment and The Texas Individualized Television Network, Inc. + 10.35 The Los Angeles Individualized Television Network, Inc. Service Agreement dated March 14, 1997 between ACTV, Inc., ACTV Entertainment and The Los Angeles Individualized Television Network, Inc. + 10.36 The San Francisco Individualized Television Network, Inc. Service Agreement dated January 1, 1998 between ACTV, Inc., ACTV Entertainment and The San Francisco Individualized Television Network, Inc. + 10.37 The Texas Individualized Television Network, Inc. Service Agreement dated March 14, 1997 between ACTV, Inc., ACTV Entertainment and The Texas Individualized Television Network, Inc. + 10.38 Form of Note Purchase Agreement of the Texas Individualized Television Network dated as of January 13, 1998 ***** 10.39 Common Stock Purchase Warrant issued pursuant to the Note Purchase Agreement as of January 14, 1998 ***** 10.40 Amended employment agreement dated February 22, 1999, between ACTV, Inc. and William C. Samuels, amending and restating in full the agreement dated August 1, 1995, as amended. 10.41 Amended employment agreement dated February 22, 1999, between ACTV, Inc. and David Reese, amending and restating in full the agreement dated August 1, 1995, as amended. 10.42 Amended employment agreement dated February 22, 1999, between ACTV, Inc. and Bruce Crowley, amending and restating in full the agreement dated August 1, 1995, as amended. 10.43(a) Amended stock option agreement dated January 4, 1999, between ACTV, Inc. and William C. Samuels, amending and restating in full the agreement dated February 21, 1998. 10.43(b) Amended stock option agreement dated January 4, 1999, between ACTV, Inc. and Bruce Crowley, amending and restating in full the agreement dated February 21, 1998. 10.43(c) Amended stock option agreement dated January 4, 1999, between ACTV, Inc. and David Reese, amending and restating in full the agreement dated February 21, 1998. 10.44(a) Amended stock option agreement dated March 5, 1999, between ACTV, Inc. and William C. Samuels, amending and restating in full the agreement dated December 1, 1995, as amended. 10.44(b) Amended stock option agreement dated March 5, 1999, between ACTV, Inc. and David Reese, amending and restating in full the agreement dated December 1, 1995, as amended. 10.44(c) Amended stock option agreement dated March 5, 1999, between ACTV, Inc. and Bruce Crowley, amending and restating in full the agreement dated December 1, 1995, as amended. 10.45 Amended license agreement dated March 8, 1999, between ACTV, Inc. and ACTV Entertainment, Inc., amending and restating in full the agreement dated March 14, 1997. 10.46 Amended license agreement dated March 8, 1999, between ACTV, Inc. and HyperTV Networks, Inc., amending and restating in full the agreement dated March 13, 1997. 10.47 Patent assignment and license agreement between ACTV, Inc. and Earthweb, Inc. dated December 1, 1997. 10.48 Employment agreement dated January 1, 1999, between ACTV, Inc. and Christopher Cline. 21 Subsidiaries of the Registrant 27 Financial Data Schedule 99 Independent Auditors Consent * Incorporated by reference from Form S-1 Registration Statement (File No. 33-34618) ** Incorporated by reference to ACTV, Inc.'s Form 10-K for the year ended December 31, 1993. *** Incorporated by reference from Form S-1 Registration Statement (File No. 33-63879) which became effective on February 12, 1996. **** Incorporated by reference to ACTV, Inc.'s Form 10-K for the year ended December 31, 1996. ***** Incorporated by reference from the Exhibits to Schedule 13D filed by Value Partners, Ltd. on January 23, 1998. ****** Incorporated by reference from Form S-3 Registration Statement filed on December 30, 1998. + Incorporated by reference to ACTV, Inc.'s Form 10-K for the year ended December 31, 1997. ++ Certain information contained in this exhibit has been omitted and filed separately with the Commission along with an application for non-disclosure of information pursuant to Rule 24b-2 of the Securities Act of 1933, as amended. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized in the City of New York and State of New York on the 20th day of April 1999. ACTV, Inc. By: /s/ William C. Samuels ------------------------------------ William C. Samuels Chairman and Chief Executive Officer Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- /s/ William C. Samuels April 20, 1999 - ------------------------ William C. Samuels Chairman of the Board, Chief Executive Officer, President and Director /s/ David Reese April 20, 1999 - ------------------------ David Reese President, Chief Operating Officer, President - ACTV Entertainment, Inc., and Director /s/ Bruce Crowley April 20, 1999 - ------------------------ Bruce Crowley Executive Vice President, President - HyperTV Networks, Inc. and Director /s/ Christopher C. Cline April 20, 1999 - ------------------------ Christopher C. Cline Senior Vice President, Chief Financial Officer and Secretary /s/ William A. Frank April 20, 1999 - ------------------------ William A. Frank Director /s/ Steven W. Schuster April 20, 1999 - ------------------------ Steven W. Schuster Director
EX-99 2 Exhibit 99 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements No. 333-12445, 333-40683, 333-41797, 333-50471, 333-57627, and 333-61209 of ACTV, Inc. all on Form S-3 of our report dated March 11, 1999, appearing in the Annual Report on Form 10-K of ACTV, Inc for the year ended December 31, 1998. DELOITTE & TOUCHE LLP New York, NY March 19, 1999 -----END PRIVACY-ENHANCED MESSAGE-----