SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF THE SECURITIES EXCHANGE ACT OF 1934

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported) January 14, 2003

Date of Report (Date of earliest event reported) January 9, 2003

RESONATE INC.

(Exact name of registrant as specified in its charter)

Delaware	~~000~~0-31139	94-3228496
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

385 ~~Moffet~~Moffett Park Drive, Sunnyvale, CA California 94089

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (408) 548-5500

(~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, if ~~including~~changed ~~area~~since ~~code~~last report)

~~ITEM~~Item 5. ~~OTHER~~Other ~~EVENTS~~Events ~~AND REGULATION FD DISCLOSURE~~

On January 914, 2003, ~~pursuant to a Preferred Stock Rights Agreement (the “Rights Agreement”) between~~ Resonate Inc., ~~(the “Company”)~~Rocket ~~and~~Holdings, ~~Mellon Investor Services~~ LLC, asand ~~Rights~~Rocket ~~Agent (the “Rights Agent”)~~Sub, ~~the~~Inc. ~~Company’s~~entered ~~Board~~into ofan ~~Directors~~amendment ~~declared a dividend of one right (a “Right”)~~ to ~~purchase one one-thousandth share of~~ the ~~Company’s~~ ~~Series~~Agreement Aand ~~Participating~~Plan ~~Preferred Stock (“Series A Preferred”) for each outstanding share~~ of ~~Common Stock~~Merger, ~~par~~dated ~~value~~as ~~$0.0001 per share (“Common Shares”),~~ of ~~the~~December ~~Company. The dividend is payable on January 27~~23, ~~2003~~ ~~(the~~2002, ~~“Record~~by ~~Date”)~~and toamong ~~shareholders of record as of~~ the ~~close~~parties ~~of business on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred at an exercise price of $14.00~~ (the “~~Purchase Price~~Amendment”)~~, subject to adjustment~~.

~~The~~Under ~~Rights~~the ~~Agreement~~terms ~~shall~~of bethe ~~inapplicable to~~Amendment, ~~and~~ noRocket ~~right~~Holdings will ~~set~~acquire ~~forth~~all ~~therein shall be triggered by, (i) the execution~~ of ~~any merger or other acquisition agreement between~~ the ~~Company~~outstanding ~~and~~shares ~~a Person~~ (orexcept ~~one~~as orotherwise ~~more~~provided ofin ~~such~~the ~~Person’s~~Merger ~~affiliates~~Agreement, oras ~~associates~~amended), ~~whether or not such agreement was entered into prior to the date~~ of ~~the~~Resonate ~~Rights~~common ~~Agreement~~stock ~~(including~~for ~~the~~$1.83 ~~executed~~in ~~definitive~~cash ~~merger~~per ~~agreement~~share, ~~with~~and Rocket ~~Holdings~~will ~~LLC,~~use athe ~~Delaware limited liability~~ company’s cash, ~~wholly-owned~~cash byequivalents ~~Messrs. Peter Watkins~~ and ~~Richard~~short-term investments ~~Hornstein, announced~~ on ~~December~~ ~~24,~~hand ~~2002),~~at ~~or (ii)~~ the ~~consummation~~closing ofto acquire the ~~transactions~~shares. ~~contemplated~~The byvalue ~~such~~of ~~agreement, if such agreement has been approved by~~ the ~~Board~~transaction ofis ~~Directors~~approximately of$50.4 ~~the Company~~million.

OnThe ~~January~~Amendment ~~10,~~also ~~2003,~~extended the ~~Company~~termination ~~issued~~date afrom ~~press~~March ~~release~~31, ~~announcing~~2003 ~~the~~until ~~declaration~~April by30, 2003, lowered the ~~Board~~amount of ~~Directors~~cash, ofcash ~~the~~equivalents ~~Rights~~and ~~dividend~~short-term ~~pursuant~~investments that Resonate is required to ~~the~~have ~~Rights~~on ~~Agreement.~~hand Aat ~~copy~~closing from $60 million ofto $57.5 million and added the ~~press~~requirement ~~release~~that isa ~~attached~~superior ~~hereto~~proposal asto ~~Exhibit~~acquire ~~99.1~~Resonate ~~and~~must isprovide ~~incorporated~~Resonate ~~herein~~stockholders bywith ~~reference~~at least $.03 of additional value per share.

The ~~following~~ foregoing summary of the ~~principal~~Amendment ~~terms~~and of the ~~Rights~~transactions ~~Agreement~~contemplated isthereby a(including ~~general~~the ~~description~~merger) ~~only and~~ is ~~subject~~qualified toin ~~the~~its ~~detailed~~entirety ~~terms~~by ~~and~~reference ~~conditions~~to of the ~~Rights~~full ~~Agreement.~~text ~~A copy~~ of the ~~Rights Agreement is attached hereto as Exhibit 4.1 and is incorporated~~ ~~herein by reference~~exhibits.

~~Rights~~Item ~~Evidenced~~7. Financial byStatements ~~Common~~and ~~Share~~Exhibits ~~Certificates~~

~~The Rights will not be exercisable until the Distribution Date~~ (~~defined below~~c). Certificates for the Rights (“Rights Certificates”) will not be sent to shareholders and the Rights will attach to and trade only together with the Common Shares. Accordingly, Common Share certificates outstanding on the Record Date will evidence the Rights related thereto, and Common Share certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender or transfer of any certificates for Common Shares, outstanding as of the Record Date, even without notation or a copy of the Summary of Rights being attached thereto, also will constitute the transfer of the Rights associated with the Common Shares represented by such certificate. Exhibits

~~Distribution~~2.1 ~~Date~~Amendment No. 1 to the Agreement and Plan of Merger dated as of December 23, 2002 by and among Resonate Inc., Rocket Holdings, LLC, and Rocket Sub, Inc., dated as of January 14, 2003.

~~The~~99.1 ~~Rights~~Press ~~will~~release bedated ~~separate~~January from the Common Shares, Rights Certificates will be issued and the Rights will become exercisable upon the earlier of (a) the tenth day (or such later date as may be determined by the Company’s Board of Directors) after any individual, firm, corporation, limited liability company, partnership, trust or other entity (“Person”), who or which, together with all affiliates and associates of such Person, has acquired, or obtained the right to acquire, beneficial ownership of 15~~% or more of the Common Shares then outstanding (“Acquiring Person”)~~, or (b) the tenth business day (or such later date as may be determined by the Company’s Board of Directors) after any Person (or any of such Person’s affiliates or associates) announces a tender or exchange offer, the consummation of which would result in ownership by the Person (or any of such Person’s affiliates or associates) of 15% or more of the Company’s then outstanding Common Shares2003. ~~The earlier of such dates is referred to as the “Distribution Date.”~~

~~Issuance~~-1- ~~of Rights Certificates; Expiration of Rights~~

As soon as practicable following the Distribution Date, a Rights Certificate will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Rights Certificate alone will evidence the Rights from and after the Distribution Date. The Rights will expire on the earliest of (i) January 9, 2013 (the “Final Expiration Date”) or (ii) exchange or redemption of the Rights as described below.

Initial Exercise of the Rights

Following the Distribution Date, and until one of the further events described below, holders of the Rights will be entitled to receive, upon exercise and the payment of the Purchase Price, one one-thousandth share of the Series A Preferred. In the event that the Company does not have sufficient Series A Preferred available for all Rights to be exercised, or the Board decides that such action is necessary and not contrary to the interests of Rights holders, the Company may instead substitute cash, assets or other securities for the Series A Preferred for which the Rights would have been exercisable under this provision or as described below.

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Right to Buy Company Common Shares

Unless the Rights are earlier redeemed, in the event that a Person (or any of such Person’s affiliates or associates) obtains 15% or more of the Company’s then outstanding Common Shares, then each holder of a Right which has not theretofore been exercised (other than Rights beneficially owned by the Acquiring Person, which will thereafter be void) will thereafter have the right to receive, upon exercise, Common Shares having a value equal to two times the Purchase Price. Rights are not exercisable following the occurrence of an event as described above until such time as the Rights are no longer redeemable by the Company as set forth below.

Right to Buy Acquiring Company Shares

Similarly, unless the Rights are earlier redeemed, in the event that, after a Person (or any of such Person’s affiliates or associates) obtains 15% or more of the Company’s then outstanding Common Shares, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company’s consolidated assets or earning power are sold (other than in transactions in the ordinary course of business), proper provision must be made so that each holder of a Right which has not theretofore been exercised (other than Rights beneficially owned by the Acquiring Person, which will thereafter be void) will thereafter have the right to receive, upon exercise, shares of common stock of the acquiring company having a value equal to two times the Purchase Price.

Exchange Provision

At any time after a Person (or any of such Person’s affiliates or associates) obtains 15% or more of the Company’s then outstanding Common Shares and prior to the acquisition by such Acquiring Person of 50% or more of the Company’s outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights beneficially owned by the Acquiring Person), in whole or in part, at an exchange ratio of one Common Share per Right.

Redemption

At any time on or prior to the Close of Business on the earlier of (i) the fifth day following the attainment of 15% or more of the Company’s then outstanding Common Shares by a Person (or any of such Person’s affiliates or associates) (or such later date as may be determined by action of the Company’s Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.0001 per Right.

Adjustments to Prevent Dilution

The Purchase Price payable, the number of Rights, and the number of Series A Preferred or Common Shares or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time in connection with the dilutive issuances by the Company as set forth in the Rights Agreement. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price.

Cash Paid Instead of Issuing Fractional Shares

No fractional Common Shares will be issued upon exercise of a Right and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Shares on the last trading date prior to the date of exercise.

No Shareholders’ Rights Prior to Exercise

Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company (other than any rights resulting from such holder’s ownership of Common Shares), including, without limitation, the right to vote or to receive dividends.

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Amendment of Rights Agreement

The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the Rights holders on or prior to the Distribution Date; thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the Rights holders in order to cure any ambiguities or to make changes which do not adversely affect the interests of Rights holders (other than the Acquiring Person).

Rights and Preferences of the Series A Preferred

Each one one-thousandth of a share of Series A Preferred has rights and preferences substantially equivalent to those of one Common Share.

No Voting Rights

Rights will not have any voting rights.

Certain Anti-Takeover Effects

The Rights approved by the Board of Directors are designed to protect and maximize the value of the outstanding equity interests in the Company in the event of an unsolicited attempt by an acquirer to take over the Company in a manner or on terms not approved by the Board of Directors. Takeover attempts frequently include coercive tactics to deprive the Company’s Board of Directors and its shareholders of any real opportunity to determine the destiny of the Company. The Rights have been declared by the Board in order to deter such tactics, including a gradual accumulation of shares in the open market of 15% or greater position to be followed by a merger or a partial or two-tier tender offer that does not treat all shareholders equally. These tactics unfairly pressure shareholders, squeeze them out of their investment without giving them any real choice and deprive them of the full value of their shares.

The Rights are not intended to prevent a takeover of the Company and will not do so. Subject to the restrictions described above, the Rights may be redeemed by the Company at $0.0001 per Right at any time prior to the Distribution Date. Accordingly, the Rights should not interfere with any merger or business combination approved by the Board of Directors.

However, the Rights may have the effect of rendering more difficult or discouraging an acquisition of the Company deemed undesirable by the Board of Directors. The Rights may cause substantial dilution to a person or group that attempts to acquire the Company on terms or in a manner not approved by the Company’s Board of Directors, except pursuant to an offer conditioned upon the negation, purchase or redemption of the Rights.

Issuance of the Rights does not in any way weaken the financial strength of the Company or interfere with its business plans. The issuance of the Rights themselves has no dilutive effect, will not affect reported earnings per share, should not be taxable to the Company or to its shareholders, and will not change the way in which the Company’s shares are presently traded. The Company’s Board of Directors believes that the Rights represent a sound and reasonable means of addressing the complex issues of corporate policy created by the current takeover environment.

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c	)	Exhibits.
		Exhibit 4.1	Preferred Stock Rights Agreement, dated as of January 9, 2003, between the Company and Mellon Investor Services LLC, including the Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively.
		Exhibit 99.1	Resonate Inc. Press Release issued January 10, 2003

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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.

RESONATE INC. /S/ RUSSELL SIEGELMAN Russell Siegelman Chairman of the Special Committee of the Board of Directors Date: January 17, 2003

~~Date:~~-2- ~~January 14, 2003~~

~~By:~~Exhibit ~~/s/~~Index ~~RUSSELL SIEGELMAN Russell Siegelman Chairman of the Special Committee of the Board of Directors~~

EXHIBIT INDEX

Exhibit No.
2.1		Amendment No. 1 to the Agreement and Plan of Merger dated as of December 23, 2002 by and among Resonate Inc., Rocket Holdings, LLC, and Rocket Sub, Inc., dated as of January 14, 2003.

99.1		Press release dated January 15, 2003.

Exhibit Number
4.1		Preferred Stock Rights Agreement, dated as of January 9, 2003, between the Company and Mellon Investor Services LLC, including the Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively.
99.1		Resonate Inc. Press Release issued January 10, 2003.

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