UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No.
)
Filed by
the Registrant
x
Filed
by a Party other than the Registrant
¨
Check the
appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to §240.14a-12
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(Name of Registrant as Specified in Its
Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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¨
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Fee
paid previously with preliminary
materials:
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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On
December 23, 2009, On2 Technologies, Inc. issued the following press release
regarding its reconvened Special Meeting of Stockholders held on December 23,
2009.
PRESS
RELEASE
On2
Announces Further Adjournment of
Special
Meeting of Stockholders
until
Wednesday, February 17, 2010
CLIFTON PARK, NY - (December 23,
2009)
- On2 Technologies, Inc. (NYSE Amex: ONT) today announced that its
stockholders voted to further adjourn its Special Meeting of Stockholders to
continue to provide additional time to solicit proxies on the merger proposal,
whereby On2 would merge with a wholly owned subsidiary of Google Inc. (NASDAQ:
GOOG). At the time that the December 23, 2009 meeting was reconvened, a majority
of On2’s outstanding shares of common stock that had been voted were voted in
favor of both the merger proposal and the adjournment
proposal. However, approval of the merger proposal requires the
affirmative vote of a majority of the issued and outstanding shares of On2's
common stock, as opposed to just a majority of the shares voting.
The
further adjourned Special Meeting will be reconvened at the Comfort Suites in
Venetian Room II at 7 Northside Drive, Clifton Park, NY 12065, at 4:00 p.m. on
Wednesday, February 17, 2010. At the further adjourned Special
Meeting, holders of On2 common stock will be asked to consider and vote upon the
merger proposal and, if necessary, the adjournment proposal, as set forth in the
proxy statement/prospectus filed by Google. On2 believes that an
adjournment until February 17, 2009 is preferable to another shorter
adjournment, such as that between its December 18, 2009 and December 23, 2009
meetings.
Due to,
among other things, the amount of time that will have elapsed between the
originally scheduled Special Meeting on December 18, 2009 and the further
adjourned Special Meeting on February 17, 2010, the heavy trading volume since
the previous December 3, 2009 record date, and to give the holders of On2’s
common stock who may have purchased shares since the December 3, 2009 record
date the opportunity to vote those shares, On2’s Board of Directors believes it
is in the best interest of On2’s stockholders to set a new record date for the
further adjourned Special Meeting. On2’s Board of Directors has
therefore set the close of business on Friday, January 15, 2010 as the new
record date for determining stockholders entitled to notice of and to vote at
the further adjourned Special Meeting that will be held on February 17,
2010.
Commenting
on the further adjournment of the December 23, 2009 Special Meeting and the
decision to reconvene the meeting on February 17, 2010 with a new record date,
Matthew Frost, Interim Chief Executive Officer of On2, said: "On2’s Board of
Directors continues to believe that the proposed transaction with Google is in
the best interest of our stockholders and strongly encourages our stockholders
to cast their vote in favor of the merger proposal, whether or not they plan to
attend the further adjourned Special Meeting on February 17, 2010. We thank the
large number of On2 stockholders who have already voted in favor of the merger
proposal."
In light
of the new record date, Google will file with the SEC a supplement to the proxy
statement/prospectus, dated November 3, 2009, that was filed in connection with
the merger, and will mail the same to all holders of record of On2 common stock
as of the close of business on January 15, 2010, the new record date for the
further adjourned Special Meeting.
Votes by
stockholders of record as of the close of business on January 15, 2010 who have
previously submitted their proxy or otherwise voted will continue to be counted,
unless revoked or otherwise changed, at the further adjourned Special Meeting on
February 17, 2010. Stockholders who have questions about the merger, need
assistance in submitting their proxy or voting their shares (or changing a prior
vote of their shares) should contact On2’s proxy solicitor, Innisfree M&A
Incorporated, toll-free at (877) 456-3488, or internationally at +1 (412)
232-3565.
As
previously announced, the exchange ratio for the proposed merger has been set at
0.0010. As such, the exchange ratio will remain fixed regardless of
when the proposed merger is completed, and holders of On2 common stock will
receive, for each share of On2 common stock held by them, the fraction of a
share of Google Class A Common Stock equal to the exchange ratio of 0.0010,
and/or cash in lieu of any fractional share of Google Class A Common Stock
(after aggregating all fractional shares of Google Class A Common Stock issuable
to such On2 stockholders).
On2's
Board of Directors recommends that On2 stockholders vote "FOR" the adoption of
the merger proposal.
About
On2 Technologies
On2
creates advanced video compression technologies that power the video in today's
leading desktop and mobile applications and devices. On2 customers include
Adobe, Skype, Nokia, Infineon, Sun Microsystems, Mediatek, Sony, Brightcove, and
Move Networks. On2 is also an industry leader in video transcoding software and
services. On2 Technologies is headquartered in Clifton Park, New York. For more
information visit www.on2.com.
Additional
Information and Where to Find It
Google
filed a Registration Statement with the SEC in connection with the proposed
merger, which includes a Proxy Statement of On2 and also constitutes a
Prospectus of Google. The definitive proxy statement/prospectus, dated November
3, 2009, was mailed to holders of On2 Common Stock identified as of October 20,
2009, which was the notice record date for the December 18, 2009 special
meeting, and as of December 3, 2009, which was the voting record date for the
December 18, 2009 special meeting. In addition, Google plans to file a
prospectus supplement to the definitive proxy statement/prospectus, dated
November 3, 2009, which will also be mailed to all holders of On2 Common Stock
as of January 15, 2010, the new record date for the readjourned special
meeting. The Registration Statement, the proxy statement/prospectus
and the prospectus supplement contain important information about Google, On2,
the proposed merger and related matters.
Investors and security holders are
urged to read the Registration Statement, the proxy statement/prospectus
(including any amendments to it), and the prospectus supplement
carefully.
Investors and security holders may also obtain free copies of
the Registration Statement, the proxy statement/prospectus, and the prospectus
supplement (once it is filed) 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.
Forward-Looking
Statements
Information
set forth in this communication contains forward-looking statements, which
involve a number of risks and uncertainties. All statements included in this
communication, other than statements of historical fact, that address
activities, events or developments that On2 expects, believes or anticipates
will or may occur in the future are forward-looking statements. These statements
represent On2’s reasonable judgment on the future based on various factors and
using numerous assumptions and are subject to known and unknown risks,
uncertainties and other factors that could cause actual outcomes and/or On2’s
financial position to differ materially from those contemplated by the
statements. You can identify these statements by the fact that they do not
relate strictly to historical or current facts. They use words such as
“believe,” “expect,” “will,” “anticipate,” “should,” “plans” and other words of
similar meaning. On2 cautions readers that any forward-looking information is
not a guarantee of future performance and that actual results could differ
materially from those contained in the forward-looking information. Investors
should not rely on forward-looking statements because they are subject to a
variety of risks and uncertainties and other factors that could cause actual
results to differ materially from On2’s expectation. Risks and uncertainties
include, among others: the extent to which On2 will continue to incur operating
losses in the future; the risk that the conditions to merger set forth in the
agreement and plan of merger will not be satisfied and the transaction will not
be consummated; uncertainties as to the timing of the merger; uncertainties as
to whether holders of On2 Common Stock will approve the merger proposal at the
readjourned On2 special meeting or at any adjournments thereof; changes in On2’s
business during the period between now and the effective time of the merger that
could cause a condition to closing not to be satisfied; as well as other factors
detailed in On2’s and Google’s filings with the SEC, including the definitive
proxy statement/prospectus, any amendments or supplements thereto and subsequent
SEC filings.
Additional
information concerning risk factors is contained from time to time in On2’s SEC
filings. On2 expressly disclaims any obligation to update the information
contained in this presentation. The foregoing risks and uncertainties included
herein are not exhaustive.
Contact:
Garo
Toomajanian
Investor
Relations
On2
Technologies, Inc.
(518)
881-4299
www.on2.com
######
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