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): July 12, 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 of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2655 Campus Drive, Suite 250, San Mateo, California 94403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 645-4000
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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 July 12, 2005, Liberate Technologies, a Delaware corporation (the
"Registrant"), completed the previously announced sale of substantially all of
the assets of its Non-North America business to SeaChange International, Inc.
("SeaChange"). SeaChange acquired from the Registrant and its subsidiary
certain assets and assumed certain limited liabilities relating to the
Registrant's business outside of North America. The Registrant received cash
consideration of approximately $23.5 million in connection with the completion
of the asset sale to SeaChange. The sale was made pursuant to the Asset
Purchase Agreement, dated as of April 15, 2005 by and among the Registrant,
Liberate Technologies B.V., a wholly-owned subsidiary of the Registrant, and
SeaChange (the "Purchase Agreement") which was attached as Exhibit 2.7 to the
Current Report on Form 8-K filed by the Registrant on April 19, 2005. The
foregoing summary descriptions of the Purchase Agreement are qualified in
their entirety by the full text of such agreement.
Item 8.01 Other Events
As a result of the closing of the asset sale to SeaChange, the
special dividend in the amount of $0.15 per share of the Registrant's common
stock previously declared by the Board of Directors of the Registrant on June
15, 2005 is now payable to stockholders of record as of June 27, 2005. In
accordance with the NASD rules, the ex-dividend date will be July 15, 2005.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
None.
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: /s/ Gregory S. Wood
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Name: Gregory S. Wood
Title: Executive Vice President
and Chief Financial Officer
Date: July 14, 2005