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) January 1421, 2003

RESONATE INC.

(Exact name of registrant as specified in its charter)

Delaware	0-31139	94-3228496

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

385 Moffett Park Drive, Sunnyvale, California 94089

(Address of principal executive offices) (Zip Code)

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

(Former name or former address, if changed since last report)

Item 5. Other Events

On January 1421, 2003, Resonate Inc., terminated its amended merger agreement with Rocket Holdings, LLC and Rocket Sub, Inc. and entered into an ~~amendment to the~~ Agreement and Plan of Merger with GTG Acquisition Corp., ~~dated~~a asDelaware corporation (GTG) and an affiliate of ~~December~~Gores 23Technology Group, ~~2002~~ and RES Merger Sub, byInc., ~~and~~a ~~among~~wholly ~~the~~owned ~~parties~~subsidiary of GTG, (the “~~Amendment~~Merger Agreement”). In connection with the termination of the amended merger agreement, Resonate will pay Rocket Holdings’ fees and expenses incurred in connection with the terminated transaction, which will not exceed $225,000. The Rocket Holdings’ amended merger agreement did not provide for the payment of any other fee upon Resonate’s termination of the agreement.

~~Under~~Subject to the terms ofand ~~the Amendment, Rocket Holdings~~conditions ~~will acquire all~~ of the ~~outstanding shares (except as otherwise provided in the~~ Merger Agreement, asRES ~~amended)~~Merger ofSub ~~Resonate~~will ~~common~~merge ~~stock~~with ~~for~~and ~~$1.83~~into ~~in cash per share~~Resonate, and ~~Rocket~~Resonate will ~~use~~survive ~~the~~as ~~company’s~~a ~~cash,~~wholly ~~cash~~owned ~~equivalents~~subsidiary ~~and short-term investments on hand at the closing to acquire the shares. The value~~ of ~~the transaction is approximately $50~~GTG.4 ~~million.~~

~~The~~Under ~~Amendment~~the ~~also~~terms ~~extended~~of the ~~termination~~Merger ~~date~~Agreement, ~~from~~GTG ~~March~~will ~~31,~~acquire ~~2003~~all ~~until~~of ~~April~~the ~~30,~~outstanding ~~2003,~~shares ~~lowered~~(except as provided for in the ~~amount~~Merger Agreement) of Resonate common stock for a price per share between $1.90 and $1.94 in cash. Any increase in the price per share above $1.90 would be based upon Resonate’s aggregate cash, cash equivalents, and short-term investments ~~that~~on ~~Resonate~~hand isat ~~required~~the toclosing ~~have~~of onthe ~~hand~~transaction atin ~~closing~~excess ~~from~~of $6058 million exceeding certain threshold amounts. The toMerger Agreement provides for a termination fee, payable in certain circumstances, in an amount between $~~57.5~~800,000 ~~million~~and $1,600,000, plus the fees and ~~added~~expenses of GTG, which cannot exceed $225,000. GTG will use the ~~requirement~~company’s ~~that~~cash, acash ~~superior~~equivalents, and ~~proposal~~short-term investments on hand at the closing to acquire ~~Resonate~~such ~~must~~shares. ~~provide~~The ~~Resonate~~value ~~stockholders~~of ~~with~~the attransaction ~~least~~is between approximately $52.0325 ofand ~~additional~~$53.34 ~~value~~million, based upon the final per share closing price of the transaction. The transaction will be subject to customary regulatory approvals, including Hart-Scott-Rodino, as well as approval of Resonate’s stockholders.

~~The~~In ~~foregoing~~connection ~~summary~~with of the ~~Amendment~~execution ~~and~~of the ~~transactions~~Merger ~~contemplated~~Agreement, ~~thereby~~Pacific ~~(including~~Credit ~~the~~Corp ~~merger~~(PCC), isan ~~qualified~~affiliate inof ~~its~~GTG, ~~entirety~~entered byinto ~~reference~~an Indemnification Agreement with Resonate pursuant to which PCC will indemnify Resonate for any pre-closing breaches of GTG’s or RES Merger Sub’s representation, warranties, and other obligations under the ~~full~~Merger ~~text~~Agreement and guarantee the post-closing indemnity obligations of the ~~exhibits~~ surviving corporation for one (1) year.

The Merger Agreement and the Indemnification Agreement signed by the parties are filed as exhibits to this report. The foregoing summary of the Merger Agreement and the Indemnification Agreement and the transactions contemplated thereby (including the merger) is qualified in its entirety by reference to the full text of the exhibits.

Item 7. Financial Statements and Exhibits

(c)

Exhibits

2.1 ~~Amendment No. 1 to the~~ Agreement and Plan of Merger dated as of ~~December~~January 2321, ~~2002~~2003 by and among Resonate ~~Inc.~~, ~~Rocket~~GTG ~~Holdings,~~Acquisition ~~LLC~~Corp, and ~~Rocket~~RES Merger Sub, Inc.~~, dated as of January 14, 2003.~~

99.1 ~~Press~~Indemnification ~~release~~Agreement dated as of January 1521, 2003 by and between PCC and Resonate.

~~-1-~~99.2 Press release dated January 22, 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. /Ss/ RUSSELL SIEGELMAN Russell Siegelman Chairman of the Special Committee of the Board of Directors Date: January 1722, 2003

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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.

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Exhibit Index

Exhibit No.

2.1		Agreement and Plan of Merger dated as of January 21, 2003 by and among Resonate, GTG Acquisition Corp, and RES Merger Sub, Inc.

99.1		Indemnification Agreement dated as of January 21, 2003 by and between PCC and Resonate

99.2		Press release dated January 22, 2003.

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