================================================================================

                     U.S. 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) December 12, 2005
                                                        -----------------

                                SPATIALIGHT, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

          New York                     000-19828                 16-1363082
--------------------------------------------------------------------------------
(State or Other Jurisdiction          (Commission              (IRS Employer
      of Incorporation)               File Number)           Identification No.)

Five Hamilton Landing, Suite 100, Novato, California                    94949
--------------------------------------------------------------------------------
      (Address of Principal Executive Offices)                        (Zip Code)

        Registrant's telephone number, including area code (415) 883-1693
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
          (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 (see General Instruction A.2. below):

|_|   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))


                                     - 1 -
<PAGE>

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As described more fully below, we have received notices from two of our senior
secured convertible note holders alleging that certain events have occurred that
would accelerate and increase our financial obligations to those parties. We
contend that these allegations are incorrect and without foundation.

Description of the Senior Secured Convertible Notes

On November 30, 2004, we completed a non-brokered private placement of $10
million of senior secured convertible notes (the "2004 notes") to four
institutional purchasers. The 2004 notes accrue interest at 10% per annum,
payable quarterly, and the interest is payable in cash or common shares, at our
option, if certain conditions are met. The value of the shares for the purposes
of calculating interest payments shall be equal to the 20-day trailing average
of the volume weighted average prices of our common shares at the end of each
quarterly interest period. The 2004 notes are due November 30, 2007, and are
convertible, at the option of the holders, into our common shares at the
conversion price of $9.72 per share. A more complete description of the 2004
notes is contained in Note 7 of the notes to our condensed consolidated
financial statements appearing in our Quarterly Report on Form 10-Q/A for the
quarterly period ended September 30, 2005.

The foregoing description of the 2004 notes does not purport to be complete and
is qualified in its entirety by reference to the full text of the notes and
agreements relating to the notes, which were filed as exhibits to our Current
Reports on Form 8-K filed with the SEC on December 6 and December 22, 2004,
respectively, and are incorporated herein by reference.

We were required pursuant to a registration rights agreement with the purchasers
of the 2004 notes to file a Registration Statement for resale of the shares
issuable upon conversion of the notes. On July 29, 2005, the SEC declared our
Registration Statement (No. 333-122392) effective pursuant to Section 8(a) of
the Securities Act of 1933, as amended. On August 23, 2005, we filed a
Post-Effective Amendment to our Registration Statement (which we subsequently
withdrew), disclosing that we filed an unauthorized consent to Amendment Nos. 3
and 4 to the Registration Statement of BDO Seidman to incorporate by reference
our consolidated financial statements for the fiscal years ended December 31,
2002 and 2003, respectively. On December 5, 2005, we filed Post-Effective
Amendment No. 2 to our Registration Statement for the purpose of filing an
amended Exhibit 23.2, the consent of the independent registered public
accounting firm, Odenberg, Ullakko, Muranishi & Co., LLP.

Allegations of Events of Default under the Notes

In a letter that we received on December 12, 2005, one of the holders of our
2004 notes, Portside Growth and Opportunity Fund, an affiliate of Ramius Capital
Group, LLC, notified us of two alleged events of default under their note set
forth below. In a letter that we received on December 13, 2005, another holder
of our 2004 notes, Smithfield Fiduciary LLC, an affiliate of Highbridge Capital
Management, LLC, notified us only with respect to the second alleged event of
default. Both of these notices call for us to redeem the entire $4.5 million
principal amount of the Portside and Smithfield 2004 notes, or $9.0 million in
the aggregate, plus a redemption premium of $675,000 to each of these holders of
the 2004 notes pursuant to Section 12(a) of their notes.

                                      -2-
<PAGE>

The following are the alleged defaults:

1. Registration Statement Failure pursuant to Section 4(a)(i) of their Note -
Based upon the filing of our first Post-Effective Amendment to the Registration
Statement described above.

2. Failure to Make Interest Payment pursuant to Section 4(a)(v) of their Note -
Based upon a claim that we did not make a November 2005 interest payment.

SpatiaLight's Response to the Alleged Events of Default

We contend that both of these allegations are incorrect and without foundation.

With respect to the first alleged event of default concerning the alleged
registration maintenance failure, we contend that the filing of our first
Post-Effective Amendment to the Registration Statement did not and does not
constitute an event of default under Section 4(a)(i) of the Portside note.

We contend that the second allegation of default is incorrect because on
November 30, 2005 (the interest due date), we tendered payment by forwarding
checks payable to Portside, Smithfield and the other holders of the 2004 notes
by overnight courier to an attorney representing the holders for the full
amounts of the relevant quarterly interest payments. That attorney did not
distribute the checks to the four holders (although located in the same city),
but instead returned the checks to us in California. We have since tendered
payment of the full interest amount owing to both Portside and Smithfield via
federal funds wire into designated accounts for each of these parties.

We believe that Portside and Smithfield have undertaken to forward these default
notices to us in an attempt to achieve their objective of amending the terms of
their 2004 notes to their advantage, including a reduction in the conversion
price of the notes and other disadvantageous terms to us. We have rejected their
offers in this regard and we will continue to take appropriate actions that we
believe are in the best interests of our Company and our shareholders.


                                      -3-
<PAGE>


                                   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 hereunto duly authorized.

Date:    December 16, 2005



                                        SPATIALIGHT, INC.


                                        By: /s/ Robert A. Olins
                                           ------------------------------------
                                           Name:  Robert A. Olins
                                           Title: Chief Executive Officer







                                      -4-
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================================================================================

                     U.S. 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) December 12, 2005
                                                        -----------------

                                SPATIALIGHT, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

          New York                     000-19828                 16-1363082
--------------------------------------------------------------------------------
(State or Other Jurisdiction          (Commission              (IRS Employer
      of Incorporation)               File Number)           Identification No.)

Five Hamilton Landing, Suite 100, Novato, California                    94949
--------------------------------------------------------------------------------
      (Address of Principal Executive Offices)                        (Zip Code)

        Registrant's telephone number, including area code (415) 883-1693
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
          (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 (see General Instruction A.2. below):

|_|   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))

                                     - 1 -
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As described more fully below, we have received notices from two of our senior
secured convertible note holders alleging that certain events have occurred that
would accelerate and increase our financial obligations to those parties. We
contend that these allegations are incorrect and without foundation.

Description of the Senior Secured Convertible Notes

On November 30, 2004, we completed a non-brokered private placement of $10
million of senior secured convertible notes (the "2004 notes") to four
institutional purchasers. The 2004 notes accrue interest at 10% per annum,
payable quarterly, and the interest is payable in cash or common shares, at our
option, if certain conditions are met. The value of the shares for the purposes
of calculating interest payments shall be equal to the 20-day trailing average
of the volume weighted average prices of our common shares at the end of each
quarterly interest period. The 2004 notes are due November 30, 2007, and are
convertible, at the option of the holders, into our common shares at the
conversion price of $9.72 per share. A more complete description of the 2004
notes is contained in Note 7 of the notes to our condensed consolidated
financial statements appearing in our Quarterly Report on Form 10-Q/A for the
quarterly period ended September 30, 2005.

The foregoing description of the 2004 notes does not purport to be complete and
is qualified in its entirety by reference to the full text of the notes and
agreements relating to the notes, which were filed as exhibits to our Current
Reports on Form 8-K filed with the SEC on December 6 and December 22, 2004,
respectively, and are incorporated herein by reference.

We were required pursuant to a registration rights agreement with the purchasers
of the 2004 notes to file a Registration Statement for resale of the shares
issuable upon conversion of the notes. On July 29, 2005, the SEC declared our
Registration Statement (No. 333-122392) effective pursuant to Section 8(a) of
the Securities Act of 1933, as amended. On August 23, 2005, we filed a
Post-Effective Amendment to our Registration Statement (which we subsequently
withdrew), disclosing that we filed an unauthorized consent to Amendment Nos. 3
and 4 to the Registration Statement of BDO Seidman to incorporate by reference
our consolidated financial statements for the fiscal years ended December 31,
2002 and 2003, respectively. On December 5, 2005, we filed Post-Effective
Amendment No. 2 to our Registration Statement for the purpose of filing an
amended Exhibit 23.2, the consent of the independent registered public
accounting firm, Odenberg, Ullakko, Muranishi & Co., LLP.

Allegations of Events of Default under the Notes

In a letter that we received on December 12, 2005, one of the holders of our
2004 notes, Portside Growth and Opportunity Fund, an affiliate of Ramius Capital
Group, LLC, notified us of two alleged events of default under their note set
forth below. In a letter that we received on December 13, 2005, another holder
of our 2004 notes, Smithfield Fiduciary LLC, an affiliate of Highbridge Capital
Management, LLC, notified us only with respect to the second alleged event of
default. Both of these notices call for us to redeem the entire $4.5 million
principal amount of the Portside and Smithfield 2004 notes, or $9.0 million in
the aggregate, plus a redemption premium of $675,000 to each of these holders of
the 2004 notes pursuant to Section 12(a) of their notes.

                                      -2-
The following are the alleged defaults:

1. Registration Statement Failure pursuant to Section 4(a)(i) of their Note -
Based upon the filing of our first Post-Effective Amendment to the Registration
Statement described above.

2. Failure to Make Interest Payment pursuant to Section 4(a)(v) of their Note -
Based upon a claim that we did not make a November 2005 interest payment.

SpatiaLight's Response to the Alleged Events of Default

We contend that both of these allegations are incorrect and without foundation.

With respect to the first alleged event of default concerning the alleged
registration maintenance failure, we contend that the filing of our first
Post-Effective Amendment to the Registration Statement did not and does not
constitute an event of default under Section 4(a)(i) of the Portside note.

We contend that the second allegation of default is incorrect because on
November 30, 2005 (the interest due date), we tendered payment by forwarding
checks payable to Portside, Smithfield and the other holders of the 2004 notes
by overnight courier to an attorney representing the holders for the full
amounts of the relevant quarterly interest payments. That attorney did not
distribute the checks to the four holders (although located in the same city),
but instead returned the checks to us in California. We have since tendered
payment of the full interest amount owing to both Portside and Smithfield via
federal funds wire into designated accounts for each of these parties.

We believe that Portside and Smithfield have undertaken to forward these default
notices to us in an attempt to achieve their objective of amending the terms of
their 2004 notes to their advantage, including a reduction in the conversion
price of the notes and other disadvantageous terms to us. We have rejected their
offers in this regard and we will continue to take appropriate actions that we
believe are in the best interests of our Company and our shareholders.

                                      -3-
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 hereunto duly authorized.

Date:    December 16, 2005

                                        SPATIALIGHT, INC.

                                        By: /s/ Robert A. Olins
                                           ------------------------------------
                                           Name:  Robert A. Olins
                                           Title: Chief Executive Officer

                                      -4-