content: <PAGE>
  
                        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 25, 2001
                                                    ------------------------------
  
  
  
                        INTERTRUST TECHNOLOGIES CORPORATION
  --------------------------------------------------------------------------------
                (Exact Name of Registrant as Specified in Charter)
  
  
               Delaware                    000-27287               52-1672106
  --------------------------------------------------------------------------------
    (State or Other Jurisdiction of       (Commission             (IRS Employer
            Incorporation)                File Number)         Identification No.)
  
  
  
      4750 Patrick Henry Blvd., Santa Clara, California               95054
  --------------------------------------------------------------------------------
          (Address of Principal Executive Offices)                 (Zip Code)
  
  
  Registrant's telephone number, including area code  (408) 855-0100
                                                      ----------------------------
  
  
                                       None.
  --------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report)
  
  <PAGE>
  
  ITEM 5.   OTHER EVENTS
  
       In a press release dated May 25, 2001, InterTrust Technologies Corporation
  ("InterTrust") (Nasdaq:ITRU) announced that InterTrust, certain of its current
  and former directors and the members of the underwriting syndicate involved in
  InterTrust's initial public offering and/or secondary public offering have been
  named as defendants in several class action lawsuits. The lawsuits seek
  unspecified monetary damages and certification of a plaintiff class consisting
  of all persons who acquired shares of InterTrust between October 26, 1999
  through May 16, 2001. InterTrust has reviewed copies of the complaints it has
  received and believes these lawsuits against InterTrust and its officers and
  directors are wholly without merit. The information that is set forth in
  InterTrust's Press Release dated May 25, 2001 is incorporated by reference.
  
  ITEM 7.   EXHIBITS
  
  (c)  EXHIBITS:
  
        Exhibit
        Number
        ------
        99.1     Text of Press Release dated May 25, 2001.
  <PAGE>
  
                                    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.
  
                                     InterTrust Technologies Corporation
                                     -----------------------------------
                                     (Registrant)
  
  
  Date: June 12, 2001                By:   /s/ David Ludvigson
                                         -----------------------------------------
                                         David Ludvigson
                                         President
  <PAGE>
  
                        INTERTRUST TECHNOLOGIES CORPORATION
  
                                   EXHIBIT INDEX
  
  Exhibit
  Number
  ------
  
  99.1      Text of Press Release dated May 25, 2001.
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metadata_filer: {"company-data": {"conformed-name": "INTERTRUST TECHNOLOGIES CORP", "cik": "0001089717", "assigned-sic": "7371", "irs-number": "521672106", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27287", "film-number": "1659312"}, "business-address": {"street1": "4750 PATRICK HENRY BLVD.", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4088550100"}}
text: 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 25, 2001
                                                    ------------------------------
  
                        INTERTRUST TECHNOLOGIES CORPORATION
  --------------------------------------------------------------------------------
                (Exact Name of Registrant as Specified in Charter)
  
               Delaware                    000-27287               52-1672106
  --------------------------------------------------------------------------------
    (State or Other Jurisdiction of       (Commission             (IRS Employer
            Incorporation)                File Number)         Identification No.)
  
      4750 Patrick Henry Blvd., Santa Clara, California               95054
  --------------------------------------------------------------------------------
          (Address of Principal Executive Offices)                 (Zip Code)
  
  Registrant's telephone number, including area code  (408) 855-0100
                                                      ----------------------------
  
                                       None.
  --------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report)
  ITEM 5.   OTHER EVENTS
  
       In a press release dated May 25, 2001, InterTrust Technologies Corporation
  ("InterTrust") (Nasdaq:ITRU) announced that InterTrust, certain of its current
  and former directors and the members of the underwriting syndicate involved in
  InterTrust's initial public offering and/or secondary public offering have been
  named as defendants in several class action lawsuits. The lawsuits seek
  unspecified monetary damages and certification of a plaintiff class consisting
  of all persons who acquired shares of InterTrust between October 26, 1999
  through May 16, 2001. InterTrust has reviewed copies of the complaints it has
  received and believes these lawsuits against InterTrust and its officers and
  directors are wholly without merit. The information that is set forth in
  InterTrust's Press Release dated May 25, 2001 is incorporated by reference.
  
  ITEM 7.   EXHIBITS
  
  (c)  EXHIBITS:
  
        Exhibit
        Number
        ------
        99.1     Text of Press Release dated May 25, 2001.
  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.
  
                                     InterTrust Technologies Corporation
                                     -----------------------------------
                                     (Registrant)
  
  Date: June 12, 2001                By:   /s/ David Ludvigson
                                         -----------------------------------------
                                         David Ludvigson
                                         President
  INTERTRUST TECHNOLOGIES CORPORATION
  
                                   EXHIBIT INDEX
  
  Exhibit
  Number
  ------
  
  99.1      Text of Press Release dated May 25, 2001.