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

                                May 16, 2002
                      -------------------------------
                     (Date of earliest event reported)

                     Video Network Communications, Inc.
              ------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

      Delaware                    000-22235                   54-1707962
-----------------             ----------------           ----------------------
    (State of                 (Commission File             (I.R.S. Employer
   Incorporation)                   Number)              Identification Number)


          50 International Drive, Portsmouth, New Hampshire 03801
          -------------------------------------------------------
            (Address of principal executive office and zip code)


                               (603) 334-6700
             -------------------------------------------------
            (Registrant's telephone number, including area code)


                               Not Applicable
         ---------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)





ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

         On May 17, 2002, Moneyline Telerate Holdings, a Delaware
corporation ("Moneyline"), indirectly acquired 25,000,000 shares of common
stock, par value $0.01 per share (the "Common Stock"), of Video Network
Communications, Inc., a Delaware corporation (the "Company"), at $0.60 per
share, for a total investment of $15,000,000 pursuant to a Stock Purchase
Agreement, dated as of May 16, 2002 (the "Stock Purchase Agreement"), among
the Company, Moneyline Networks, LLC, a Delaware limited liability company
and a wholly owned subsidiary of Moneyline and B2BVideo Network Corp., a
Delaware corporation. The 25,000,000 shares of Common Stock acquired by
Moneyline from the Company were newly issued shares of Common Stock.

         In connection with the completion of the transactions contemplated
by the Stock Purchase Agreement, the Company also issued to Moneyline
warrants to purchase an additional 11,250,000 shares of Common Stock at an
exercise price of $0.60 per share pursuant to a Warrant to Purchase
11,250,000 Shares (Subject to Adjustment) of Common Stock of Video Network
Communications, Inc., dated as of May 16, 2002, between the Company and
Moneyline. As a result of the transactions, Moneyline is the beneficial
owner of 60.6% of the Company. To the knowledge of management of the
Company, prior to the closing of the transactions contemplated by the Stock
Purchase Agreement, no person or group controlled the Company.

         Upon completion of the transactions contemplated by the Stock
Purchase Agreement on May 17, 2002, four of the seven members of the Board
of Directors of the Company resigned from their positions as directors of
the Company and three individuals designated by Moneyline were appointed to
the Board of Directors. A fourth designee of Moneyline is expected to be
appointed to the Board of Directors on or about June 1, 2002.

         The total amount of funds required by Moneyline to purchase the
25,000,000 shares of Common Stock from the Company was $15,000,000 in cash.
To the knowledge of management of the Company, Moneyline obtained the cash
from available cash on hand at Moneyline.

         Moneyline is majority owned by Bank One Investment Corporation, a
Delaware corporation and and a wholly owned subisidiary of Banc One
Capital Corporation, a Deleware corporation and wholly owned subsidiary of
Banc One Financial Corporation, a Deleware corporation and wholly owned
subsidiary of Bank One Corporation, a Delaware corporation.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)      Financial Statements of Businesses Acquired.

              Not Applicable.

(b)      Pro Forma Financial Information.

              Not Applicable.

(c)      Exhibits.

No.               Description

2.1               Stock Purchase Agreement, dated as of May 16, 2002, among
                  Video Network Communications, Inc., a Delaware
                  corporation, Moneyline Networks, LLC, a Delaware limited
                  liability company, and B2BVideo Network Corp., a Delaware
                  corporation.

4.1               Warrant to Purchase 11,250,000 Shares (Subject to
                  Adjustment) of Common Stock of Video Network
                  Communications, Inc. between Video Network
                  Communications, Inc., a Delaware corporation, and
                  Moneyline Networks, LLC, a Delaware limited liability
                  company, dated as of May 16, 2002.



                                 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 thereunto duly authorized.

                                        VIDEO NETWORK COMMUNICATIONS, INC.

Date: May 28, 2002                      By: /s/ Robert Emery
                                        ------------------------------------
                                        Name:  Robert Emery
                                        Title: Chief Financial Officer






                               EXHIBIT INDEX


No.               Description


2.1               Stock Purchase Agreement, dated as of May 16, 2002, among
                  Video Network Communications, Inc., a Delaware
                  corporation, Moneyline Networks, LLC, a Delaware limited
                  liability company, and B2BVideo Network Corp., a Delaware
                  corporation.

4.1               Warrant to Purchase 11,250,000 Shares (Subject to
                  Adjustment) of Common Stock of Video Network
                  Communications, Inc. between Video Network
                  Communications, Inc., a Delaware corporation, and
                  Moneyline Networks, LLC, a Delaware limited liability
                  company, dated as of May 16, 2002.
[{"type": "8-K", "sequence": "1", "filename": "s294465.txt", "description": "8-K", "secsgml_size_bytes": 6471}]
{"company-data": {"conformed-name": "VIDEO NETWORK COMMUNICATIONS INC", "cik": "0000944310", "assigned-sic": "3661", "irs-number": "541707962", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22235", "film-number": "02663303"}, "business-address": {"street1": "50 INTERNATIONAL DRIVE", "city": "PORTSMOUTH", "state": "NH", "zip": "03801", "phone": "6033346700"}, "mail-address": {"street1": "50 INTERNATIONAL DRIVE", "city": "PORTSMOUTH", "state": "NH", "zip": "03801"}, "former-company": {"former-conformed-name": "OBJECTIVE COMMUNICATIONS INC", "date-changed": "19970122"}}
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

                                May 16, 2002
                      -------------------------------
                     (Date of earliest event reported)

                     Video Network Communications, Inc.
              ------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

      Delaware                    000-22235                   54-1707962
-----------------             ----------------           ----------------------
    (State of                 (Commission File             (I.R.S. Employer
   Incorporation)                   Number)              Identification Number)

          50 International Drive, Portsmouth, New Hampshire 03801
          -------------------------------------------------------
            (Address of principal executive office and zip code)

                               (603) 334-6700
             -------------------------------------------------
            (Registrant's telephone number, including area code)

                               Not Applicable
         ---------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

         On May 17, 2002, Moneyline Telerate Holdings, a Delaware
corporation ("Moneyline"), indirectly acquired 25,000,000 shares of common
stock, par value $0.01 per share (the "Common Stock"), of Video Network
Communications, Inc., a Delaware corporation (the "Company"), at $0.60 per
share, for a total investment of $15,000,000 pursuant to a Stock Purchase
Agreement, dated as of May 16, 2002 (the "Stock Purchase Agreement"), among
the Company, Moneyline Networks, LLC, a Delaware limited liability company
and a wholly owned subsidiary of Moneyline and B2BVideo Network Corp., a
Delaware corporation. The 25,000,000 shares of Common Stock acquired by
Moneyline from the Company were newly issued shares of Common Stock.

         In connection with the completion of the transactions contemplated
by the Stock Purchase Agreement, the Company also issued to Moneyline
warrants to purchase an additional 11,250,000 shares of Common Stock at an
exercise price of $0.60 per share pursuant to a Warrant to Purchase
11,250,000 Shares (Subject to Adjustment) of Common Stock of Video Network
Communications, Inc., dated as of May 16, 2002, between the Company and
Moneyline. As a result of the transactions, Moneyline is the beneficial
owner of 60.6% of the Company. To the knowledge of management of the
Company, prior to the closing of the transactions contemplated by the Stock
Purchase Agreement, no person or group controlled the Company.

         Upon completion of the transactions contemplated by the Stock
Purchase Agreement on May 17, 2002, four of the seven members of the Board
of Directors of the Company resigned from their positions as directors of
the Company and three individuals designated by Moneyline were appointed to
the Board of Directors. A fourth designee of Moneyline is expected to be
appointed to the Board of Directors on or about June 1, 2002.

         The total amount of funds required by Moneyline to purchase the
25,000,000 shares of Common Stock from the Company was $15,000,000 in cash.
To the knowledge of management of the Company, Moneyline obtained the cash
from available cash on hand at Moneyline.

         Moneyline is majority owned by Bank One Investment Corporation, a
Delaware corporation and and a wholly owned subisidiary of Banc One
Capital Corporation, a Deleware corporation and wholly owned subsidiary of
Banc One Financial Corporation, a Deleware corporation and wholly owned
subsidiary of Bank One Corporation, a Delaware corporation.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)      Financial Statements of Businesses Acquired.

              Not Applicable.

(b)      Pro Forma Financial Information.

              Not Applicable.

(c)      Exhibits.

No.               Description

2.1               Stock Purchase Agreement, dated as of May 16, 2002, among
                  Video Network Communications, Inc., a Delaware
                  corporation, Moneyline Networks, LLC, a Delaware limited
                  liability company, and B2BVideo Network Corp., a Delaware
                  corporation.

4.1               Warrant to Purchase 11,250,000 Shares (Subject to
                  Adjustment) of Common Stock of Video Network
                  Communications, Inc. between Video Network
                  Communications, Inc., a Delaware corporation, and
                  Moneyline Networks, LLC, a Delaware limited liability
                  company, dated as of May 16, 2002.

                                 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 thereunto duly authorized.

                                        VIDEO NETWORK COMMUNICATIONS, INC.

Date: May 28, 2002                      By: /s/ Robert Emery
                                        ------------------------------------
                                        Name:  Robert Emery
                                        Title: Chief Financial Officer

                               EXHIBIT INDEX

No.               Description

2.1               Stock Purchase Agreement, dated as of May 16, 2002, among
                  Video Network Communications, Inc., a Delaware
                  corporation, Moneyline Networks, LLC, a Delaware limited
                  liability company, and B2BVideo Network Corp., a Delaware
                  corporation.

4.1               Warrant to Purchase 11,250,000 Shares (Subject to
                  Adjustment) of Common Stock of Video Network
                  Communications, Inc. between Video Network
                  Communications, Inc., a Delaware corporation, and
                  Moneyline Networks, LLC, a Delaware limited liability
                  company, dated as of May 16, 2002.