6-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of November 2002

Commission File Number 0-31943

ImagicTV Inc.
(Translation of Registrant name into English)

One Brunswick Square 14th Floor, P.O. Box 303 Saint John, New Brunswick, Canada		E2L 3Y2
	(Address of Principal Executive Offices)	(Zip Code)

(506) 631-3000
(Registrant's telephone number, including area code)

        Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ý    Form 40-F o

        Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o    No ý

Information furnished on this form:

        Material Change Report dated November 8, 2002

        Press Release dated November 7, 2002

Exhibit Index:

1.1    Material Change Report dated November 8, 2002

1.2    Press Release dated November 7, 2002

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

IMAGICTV INC. (Registrant)
By:	/s/  JEFFREY WHITE Jeffrey White Chief Financial Officer

Date: November 8, 2002

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SIGNATURES

EX-1.1

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EXHIBIT 1.1

MATERIAL CHANGE REPORT

Pursuant to

Section 85(1) of the Securities Act (British Columbia)
Section 118(1) of the Securities Act (Alberta)
Section 84(1) of the Securities Act (Saskatchewan)
Section 75(2) of the Securities Act (Ontario)
Section 73 of the Securities Act (Quebec)
Section 81(2) of the Securities Act (Nova Scotia)
Section 76(2) of the Securities Act (Newfoundland)

1.    Reporting Issuer

ImagicTV Inc.

One Brunswick Square

14^th Floor

Saint John, New Brunswick

E2L 3Y2

2.    Date of Material Change

November 7, 2002

3.    Press Release

The press release reporting the material change was disseminated in Canada through Canada NewsWire on November 7, 2002.

4.    Summary of Material Change

ImagicTV announced a cost reduction initiative to more closely align its expenses with its revenues and preserve its cash position. The initiative includes an approximate 25% reduction in ImagicTV's global workforce along with other cost saving measures.

5.    Full Description of Material Change

Refer to the press release of ImagicTV dated November 7, 2002, which is attached to this report and being filed herewith.

6.    Reliance on Section 75(3) of the Act

Not applicable.

7.    Omitted Information

Not applicable.

8.    Senior Officers

Gerry Pond

President and Chief Executive Officer

(506) 631-3000

9.    Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

SIGNED this 8th day of November, 2002 at Saint John, New Brunswick.

IMAGICTV INC.
Per:	/s/  GERRY POND

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MATERIAL CHANGE REPORT Pursuant to Section 85(1) of the Securities Act (British Columbia) Section 118(1) of the Securities Act (Alberta) Section 84(1) of the Securities Act (Saskatchewan) Section 75(2) of the Securities Act (Ontario) Section 73 of the Securities Act (Quebec) Section 81(2) of the Securities Act (Nova Scotia) Section 76(2) of the Securities Act (Newfoundland)

EX-1.2

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EXHIBIT 1.2

news release

iMagicTV Announces Cost Reduction Initiative

SAINT JOHN, NEW BRUNSWICK, CANADA (November 7, 2002) — iMagicTV (Nasdaq: IMTV and TSX: IMT), a provider of software products that allow telephone companies and other service providers to deliver multi-channel television and interactive media services over high-speed broadband networks, today announced a cost reduction initiative to more closely align the Company's expenses with its revenues and preserve its cash position. The initiative includes an approximate 25 percent reduction in the Company's global workforce along with other cost saving measures.

        The Company will have 97 employees, down from 128, with 83 located in its global headquarters in Saint John, NB upon completion of the initiatives. The Company's actions are expected to result in an annualized cost saving of approximately $4.2 million. As a result of this initiative, iMagicTV expects to record a one-time charge of approximately $1.8 million during its third fiscal quarter ending November 30, 2002.

        "We are maintaining a strong team of professionals with the next generation of our software nearing completion. We remain committed to satisfying our customers' requirements and will continue to maintain our position of strength in research and development," said Gerald Pond, iMagicTV Chief Executive Officer. "While our base of customers is expanding, it is unfortunate we must reduce our employee base. These actions are necessary as we continue to position the Company in its growth years."

        As iMagicTV announced on October 24, a Special Committee of the Board of Directors has engaged CIBC World Markets, Inc. to seek strategic alternatives for the Company.

About iMagicTV

        iMagicTV (Nasdaq: IMTV and TSX: IMT) provides software products and related services that enable telephone companies and other service providers to deliver multi-channel digital television and interactive media services to their subscribers over a broadband network infrastructure. iMagicTV's software can be deployed over high-speed broadband networks including ADSL, VDSL, wireless, Ethernet and Fiber to the Home (FTTH) technologies.

        Incorporated in 1997, iMagicTV maintains its global headquarters in Saint John, New Brunswick, Canada, its European headquarters in Cambridge, U.K. and its Asia Pacific headquarters in Singapore. For more information, visit www.imagictv.com.

        Cautionary Note Regarding Forward-looking Statements Under the Private Securities Litigation Reform Act of 1995: Certain statements in this press release constitute forward-looking statements. The words "will," "plan," "anticipate," "expect," "intend," "believe" and similar expressions referring to the future or events to occur in the future are intended to identify forward-looking statements. Statements regarding iMagicTV's projections or strategies also constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on information currently available to us. These statements are not guarantees of future results, performance or achievement and are subject to certain risks, uncertainties and assumptions, including those matters specifically discussed herein, general economic conditions, conditions in the telecommunications industry, and matters discussed in iMagicTV's filings with the U.S. Securities and Exchange Commission (SEC). These and other factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. We do not undertake any obligation to update any forward-looking statement contained in this release.

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Company Contact:

Jeff White

iMagicTV

800-660-0333

jwhite@imagictv.com

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iMagicTV Announces Cost Reduction Initiative