8-K

 

UNITED STATES
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): May 16, 2008

Timeline, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Washington	1-13524	31-1590734
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1700 7th Avenue, Suite 2100, Seattle, Washington		98101
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (206) 357-8422

Not Applicable
______________________________________________
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 obligation of the registrant under any of the following provisions:

[  ]  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 1.01 Entry into a Material Definitive Agreement.

As the Company previously reported on a Form 8-K filed with the SEC on April 10, 2008, on April 7, 2008 the Company entered into an Agreement with Acacia Patent Acquisition LLC for the sale of all of the Company's right, title and interest in its U.S. and foreign patents and patent applications (the "Patents") for a purchase price of $1.2 million.

On May 16, 2008, the Company and Acacia entered into an Amendment to the Agreement. Under the original Agreement, the parties agreed that for a 60-day period (expiring on June 6, 2008) Acacia has the right to perform a due diligence investigation of the Patents, and Acacia was required to notify the Company of its conclusions regarding the investigation of the Patents at the end of such 60-day period. The Amendment extends the time for Acacia’s written notice of the results of its investigation to a date 15 days after the Company notifies Acacia of shareholder approval of the Agreement and the sale of the Patents. In addition, the Amendment provide s that if shareholder approval is not obtained within 90 days after the date of the Agreement (by July 6, 2008), Acacia has the right to terminate the Agreement.

The foregoing is a summary of the material terms of the Amendment, and is qualified by reference to the complete terms and conditions of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number Description

10.1 Amendment between Timeline, Inc. and Acacia Patent Acquisition LLC, dated May 16, 2008

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.

	Timeline, Inc.
June 5, 2008	By:	/s/ Charles R. Osenbaugh
		Name: Charles R. Osenbaugh
		Title: Chief Executive Officer and President

Exhibit Index

Exhibit No.	Description
10.1	Amendment between Timeline, Inc. and Acacia Patent Acquisition LLC, dated May 16, 2008

EX-10.1

AMENDMENT

This Amendment (the “Amendment”) to the Agreement dated April 7, 2008 (the “Agreement”) by and between Timeline, Inc. (“Assignor”) and Acacia Patent Acquisition LLC (“APAC”) (collectively referred to herein as the “Parties”) is effective as of the date on which the last Party executes this Amendment below (the “Amendment Date”). Capitalized terms used herein shall have the same meaning as those terms defined in the Agreement.

BACKGROUND

WHEREAS, the Parties entered into the Agreement for the purpose of the transfer of ownership and assignment of the Patents from Assignor to APAC; and

WHEREAS, both Assignor and APAC desire to amend the Agreement as detailed herein.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, Assignor and APAC agree as follows:

1. Refer to Section 1.2 of the Agreement, remove the existing language and replace with the following language:

“Investigation Period. Assignor acknowledges and agrees that APAC shall undertake and perform a due diligence investigation of the Patents during the period of up to sixty (60) days following the Effective Date (the “Investigation Period”) for the purpose of forming its conclusions regarding the investigation of the Patents. In consideration of APAC’s due diligence investigation of the Patents, Assignor agrees that, during the Investigation Period and for the period up and until the completion of the Shareholder Approval process as set forth in Section 1.5, Assignor shall not discuss, negotiate or pursue with any third parties any offers or proposals with respect to or otherwise relating to any of the Patents. Assignor agrees to cooperate with APAC and to promptly provide to APAC any reasonably requested information regarding the Patents, including prompt delivery for receipt by APAC no later than seven (7) days following the Effective Date of a copy of the complete prosecution history of each of the Patents (each a “File History”) and copies of all files, information and documents in Assignor’s possession or control relating to the Patents. In the event that (i) any of the File Histories or (ii) any of the files, information and documents relating to the Patents are not delivered to APAC within the seven (7) day period following the Effective Date, the Investigation Period shall be automatically extended by the greater of the number of days for which (i) the last of the File Histories or (ii) any files, information and documents relating to the Patents is delayed. The Investigation Period will commence on the Effective Date and conclude on the earlier of: (a) sixty (60) calendar days following, but not including, the Effective Date, subject to the extensions set forth in this Section 1.2; or (b) such time as APAC transmits written notice to Assignor of its conclusion regarding the investigation of the Patents. APAC shall transmit timely written notice to Assignor or its conclusions regarding the investigation of the Patents no later than (1) the conclusion of the Investigation Period as detailed in subsection (a) above; or (2) fifteen (15) days after notification by Assignor to APAC regarding the Shareholder Approval process, whichever is later.”

2. Refer to Section 1.5 of the Agreement, remove the existing language and replace with the following language:

“Shareholder Approval. APAC acknowledges and agrees that Assignor’s obligations under this Agreement to assign, convey, transfer and sell to APAC the entire right, title, and interest in and to the Patents, is subject to obtaining the approval of at least a majority of the shareholders of issued and outstanding shares of Assignor common stock (“Shareholder Approval”). Promptly following execution of this Agreement, Assignor shall prepare a proxy statement for the solicitation of approval of the shareholders of Assignor of this Agreement and the transfer of the Patents. APAC will cooperate with Assignor and shall provide such information about APAC as Assignor shall reasonably request or as required by the SEC and as necessary for completion of the proxy statement. Such Shareholder Approval will be obtained within ninety (90) days following the Effective Date of this Agreement. In the event the Shareholder Approval process takes longer than ninety (90) days, APAC shall have the sole and absolute right to terminate this Agreement without any obligations or liability to Assignor.”

3. Except as expressly set forth herein, no other terms and conditions of the Agreement are amended or modified and any surviving terms of the Agreement remain fully binding and enforceable.

4. This Amendment may be executed in several counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. A faxed copy of a signature page shall be considered an original for purposes of this Amendment. This Amendment, together with the Agreement, constitutes the entire understanding of the parties with respect to its subject matter and may not be modified or amended, except in writing by the Parties.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date.

Timeline, Inc.	ACACIA PATENT ACQUISITION LLC
By: /s/ Charles Osenbaugh	By: /s/ Dooyong Lee
Print Name: Charles Osenbaugh Title: President Date: May 12, 2008	Print Name: Dooyong Lee Title: Executive Vice President Date: May 16, 2008