<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        FOR THE TRANSITION PERIOD FROM TO

                        COMMISSION FILE NUMBER 000-26655

                            WINK COMMUNICATIONS, INC.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                  94-3212322
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

                           1001 MARINA VILLAGE PARKWAY
                            ALAMEDA, CALIFORNIA 94501
                                 (510) 337-2950
                                  WWW.WINK.COM

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past (90) days. Yes [X] No [ ]

         The number of shares of the issuer's Common Stock outstanding as of
April 30, 2001 was 31,157,000.
<PAGE>   2
                                      INDEX

<TABLE>
<CAPTION>
                                                                           PAGE

                PART I FINANCIAL INFORMATION
<S>             <C>                                                        <C>
Item 1.         Financial Statements
                Condensed Consolidated Balance Sheets......................   3
                Condensed Consolidated Statements of Operations............   4
                Condensed Consolidated Statements of Cash Flows............   5
                Notes to Condensed Consolidated Financial Statements ......   6
Item 2.         Management's Discussion and Analysis of Financial
                Conditions and Results of Operations.......................   8
                Risk Factors...............................................  13
Item 3.         Quantitative and Qualitative Disclosures about Market Risk.  18

                PART II OTHER INFORMATION
Item 1.         Legal Proceedings..........................................  18
Item 2.         Changes in Securities......................................  18
Item 3.         Defaults Upon Senior Securities............................  19
Item 4.         Submission of Matters to a Vote of Security Holders........  19
Item 5.         Other Information..........................................  19
Item 6.         Exhibits and Reports on Form 8-K...........................  19

Signature-      ...........................................................  20
</TABLE>






                                       2
<PAGE>   3



                            WINK COMMUNICATIONS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
           (DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>

                                     ASSETS                                        MARCH 31,    DECEMBER 31,
                                                                                      2001         2000
                                                                                      ----         ----
                                                                                  (UNAUDITED)

<S>                                                                                <C>          <C>
Current Assets:
   Cash and cash equivalents ...................................................   $  34,716    $  22,093
   Short-term investments ......................................................      72,485       98,907
   Accounts receivable - related parties, net ..................................       1,221        3,253
   Accounts receivable - third parties, net ....................................         974          722
   Prepaid expenses and other current assets ...................................       1,847        2,361
                                                                                   ---------    ---------
      Total current assets .....................................................     111,243      127,336
Property and equipment, net ....................................................       4,947        4,638
Deferred charges and other assets - related parties ............................       9,295        7,473
Deferred charges and other assets - third parties ..............................       9,527        7,013
                                                                                   ---------    ---------
                                                                                   $ 135,012    $ 146,460
                                                                                   =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable ............................................................   $   1,189    $   1,500
   Accrued expenses ............................................................       2,461        4,139
   Due to related parties ......................................................      10,112       10,060
   Deferred revenue - related parties ..........................................       1,468        1,832
   Deferred revenue - third parties ............................................       1,453        1,379
                                                                                   ---------    ---------
         Total current liabilities .............................................      16,683       18,910
                                                                                   ---------    ---------
Stockholders' Equity:
   Common Stock, $0.001 par value; 100,000 shares authorized;
      31,137 and 31,102 shares issued and outstanding ..........................          32           31
   Additional paid-in capital ..................................................     262,631      263,439
   Stockholders' notes receivable ..............................................      (1,291)      (2,499)
   Unearned compensation .......................................................     (48,866)     (52,306)
   Accumulated deficit .........................................................     (95,410)     (82,788)
   Accumulated other comprehensive income ......................................       1,233        1,673
                                                                                   ---------    ---------
      Total stockholders' equity ...............................................     118,329      127,550
                                                                                   ---------    ---------
                                                                                   $ 135,012    $ 146,460
                                                                                   =========    =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.




                                       3
<PAGE>   4
                            WINK COMMUNICATIONS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                      ------------------
                                                                        2001         2000
                                                                        ----         ----

<S>                                                                   <C>         <C>
Revenues:
   Licenses - related parties .....................................   $     46    $    123
   Licenses - third parties .......................................        390         274
   Services - related parties .....................................      1,241         129
   Services - third parties .......................................         27
                                                                      --------    --------
Total revenues ....................................................      1,704         526
                                                                      --------    --------
Costs and expenses:
   Revenue sharing and launch fees - related parties ..............      4,507         264
   Revenue sharing and launch fees - third parties.................      3,222          49
   Sales and marketing ............................................      2,215       1,774
   Operating ......................................................      2,666       2,279
   Product development ............................................      2,247       1,946
   General and administrative .....................................      1,743       1,361
                                                                      --------    --------
        Total costs and expenses ..................................     16,600       7,673
                                                                      --------    --------
Loss from operations ..............................................    (14,896)     (7,147)
Interest income and other, net .....................................      2,274       1,673
                                                                      --------    --------
Net loss ..........................................................   $(12,622)   $ (5,474)
                                                                      ========    ========
Net loss per share:
   Basic and diluted ..............................................   $  (0.41)   $  (0.18)
   Weighted average shares used in computing both basic and diluted
      net loss per share ..........................................     31,065      29,919
</TABLE>


     See accompanying notes to condensed consolidated financial statements.



                                       4
<PAGE>   5

                            WINK COMMUNICATIONS, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    THREE MONTHS
                                                                                   ENDED MARCH 31,
                                                                                   ---------------
                                                                                   2001         2000
                                                                                   ----         ----
<S>                                                                              <C>         <C>
Cash flows from operating activities:
   Net loss ..................................................................   $(12,622)   $ (5,474)
   Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation and amortization of property and equipment ..............        582         327
        Amortization of deferred launch fees .................................      2,175          --
        Stock-based costs and expenses .......................................      3,420         653
        Net loss on equity investment ........................................         28           5
        Changes in assets and liabilities:
         Accounts receivable -- related parties ..............................      2,032        (139)
         Accounts receivable-- third parties .................................       (252)        168
         Prepaid expenses and other current assets ...........................        514          38
         Deferred charges and other assets-- related parties .................     (3,805)         --
         Deferred charges and other assets-- third parties ...................     (2,734)         --
         Accounts payable ....................................................       (311)       (921)
         Accrued expenses ....................................................     (1,678)       (378)
         Due to related parties ..............................................         52          --
         Deferred revenues-- related parties .................................       (364)        (75)
         Deferred revenues-- third parties ...................................         74         (88)
                                                                                 --------    --------
Net cash used in operating activities ........................................    (12,889)     (5,884)
                                                                                 --------    --------
Cash flows from investing activities:
   Net proceeds (purchases) of short-term investments ........................     25,982        (318)
   Purchase of private equity securities .....................................         --      (1,400)
   Property and equipment purchases ..........................................       (891)       (964)
                                                                                 --------    --------
Net cash provided by (used in) investing activities ..........................     25,091      (2,682)
                                                                                 --------    --------
Cash flows from financing activities:
   Proceeds from Common Stock issuances ......................................        421       1,509
   Proceeds from stockholder note receivable .................................         --         250
   Principal payments on capital lease obligations ...........................         --        (110)
                                                                                 --------    --------
Net cash provided by financing activities ....................................        421       1,649
                                                                                 --------    --------
Net increase (decrease) in cash and cash equivalents .........................     12,623      (6,917)
Cash and cash equivalents at beginning of period .............................     22,093      58,032
                                                                                 --------    --------
Cash and cash equivalents at end of period ...................................   $ 34,716    $ 51,115
                                                                                 ========    ========
Supplemental cash flow information:
   Cash paid for interest ....................................................   $     --    $     12
                                                                                 ========    ========
Supplemental non-cash investing and financing activities:
   Repurchase of Common Stock and cancellation of related
      stockholder's note receivable ..........................................   $  1,208    $     --
                                                                                 ========    ========
   Common Stock issued for services ..........................................   $    585    $     --
                                                                                 ========    ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.





                                       5
<PAGE>   6


                            WINK COMMUNICATIONS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)

NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION

Wink Communications, Inc. (the "Company") was incorporated in California on
October 7, 1994 and reincorporated in Delaware on August 12, 1999. The Company
offers an enhanced television broadcasting system that adds interactivity and
electronic commerce opportunities to traditional television programming and
advertising.

In the opinion of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary for fair presentation of such information. The
condensed balance sheet as of December 31, 2000 is derived from the audited
financial statements as of and for the year then ended and does not include all
notes and disclosures required by accounting principles generally accepted in
the United States of America. While the Company believes that the disclosures
are adequate to make the information not misleading, it is suggested that these
financial statements be read in conjunction with the consolidated financial
statements and accompanying notes included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000, as amended. The results
of operations for the interim period ended March 31, 2001, are not necessarily
indicative of results to be expected for the full year or any other period.

PRINCIPLES OF CONSOLIDATION

The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary, Wink Japan, Inc. All
intercompany transactions and balances have been eliminated in consolidation.

RECLASSIFICATIONS

Certain prior year balances have been reclassified to conform to the current
year presentation.

NOTE 2 - NET LOSS PER SHARE

Basic net loss per share is computed using the weighted average number of common
shares outstanding. Diluted net loss per share is computed using the weighted
average number of common and potential common shares outstanding. Potential
common shares consist of unvested restricted common shares and common shares
issuable upon the exercise of stock options and warrants (using the treasury
stock method). Potential common shares are excluded from the computation if
their effect is anti-dilutive.



                                       6
<PAGE>   7
The following table sets forth the computation of basic and diluted net loss per
share for the periods indicated (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                                                          MARCH 31,
                                                                     ------------------
                                                                     2001         2000
                                                                     ----         ----
<S>                                                                <C>         <C>
Numerator:
   Net loss ....................................................   $(12,622)   $ (5,474)
                                                                   --------    --------
Denominator:
   Weighted average shares .....................................     31,071      30,317
   Weighted average unvested common shares
     subject to repurchase......................................         (6)       (398)
                                                                   --------    --------
Denominator for basic and diluted ..............................     31,065      29,919
                                                                   --------    --------
Net loss per share:
   Basic and diluted ...........................................   $  (0.41)   $  (0.18)
</TABLE>


NOTE 3 - STOCKHOLDERS' EQUITY

COMMON STOCK REPURCHASED

In January 2001, the Company repurchased 151,000 unvested shares of Common Stock
from a former executive officer for a total repurchase price of $1.2 million. In
consideration for the repurchase price, a principal balance of $1.2 million on
the note receivable from the stockholder was surrendered. The associated accrued
interest receivable of $126,000 was forgiven. The remaining outstanding
principal balance of $792,000 on the note receivable will continue to accrue
interest at 6.4% until paid in full.

COMMON STOCK AND WARRANT ISSUANCE AGREEMENT

In January 2001, the Company entered into an integration agreement with a
developer of software and support systems relating to the provision of
interactive program guides ("IPG") to incorporate the Wink Service with current
and future releases of the IPG for specified set-top boxes and to promote the
use of the Wink service. Wink concurrently entered into a Common Stock and
Warrant Issuance Agreement with the IPG developer pursuant to which the Company
issued to the developer 50,000 shares of Common Stock. The fair value of the
Common Stock on the date it was issued totaled $480,000. This amount will be
amortized to revenue sharing and launch fees, related parties, ratably over the
shorter of the life of the integration agreement or the expected period of
benefit.

The Company is obligated to issue an additional 50,000 shares of Common Stock to
the IPG developer or its designee upon the first commercial launch and
activation of the Wink service through the specified set-top boxes.

The Company is also obligated to issue to the IPG developer warrants to purchase
up to a maximum of 150,000 shares of Common Stock upon the achievement of
certain deployment milestones over four years following the anniversary of the
launch of the specified set-top boxes integrating the IPG and Wink technology.
In the event the warrants are issued, the exercise price for the warrants will
be equal to 80% of the average closing sale price of the Common Stock as
reported on the NASDAQ for the 20 trading days prior to the date on which such
warrant is issued or required to be issued. The warrants will have a term of
ten years from the date of issuance.

NOTE 4 - EMPLOYEE BENEFIT PLANS

In February 2001, the Company established a Stock Option Cancellation and
Regrant Program (the "Program"). The Program offered current Company employees
with stock options granted under the 1999 Stock Option Plan the opportunity to
cancel certain previously granted options, with exercise prices greater than or
equal to $24.50, in exchange for the Company's promise to grant replacement
options at a exercise price equal to the closing price of the Company's Common
Stock on the NASDAQ National Market on August 17, 2001, with a share exchange
ratio ranging from 1 to 1.5 cancelled option for each replacement option. The
program, which expired on February 15, 2001, resulted in the cancellation of
588,000 options and the promise to grant options to purchase 455,000 shares.





                                       7
<PAGE>   8
NOTE 5 - COMPREHENSIVE INCOME

Comprehensive income (loss) includes all changes in equity during a period from
non-owner sources. The primary differences between net loss and comprehensive
loss is due to the unrealized gains on available-for-sale securities.
Comprehensive loss for the three months ended March 31, 2001 and 2000 was
$13,062,000 and $5,487,000 as compared to a reported net loss of $12,622,000 and
$5,474,000, respectively.

ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

     The discussion in this Report on Form 10-Q contains certain trend analysis
and other forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Act of 1934, as
amended. Words such as "anticipate," "believe," "plan," "estimate," "expect,"
"seek," and "intend," and words of similar importance are intended to identify
such forward-looking statements. These forward-looking statements are based on
current expectations as of today only and involve risk and uncertainties. Due to
economic and advertising market variables, the rate in which Wink Enhanced
Broadcasting is deployed and acceptance of Wink Enhanced Broadcasting by
consumers, among other factors, actual results may differ materially from those
expressed or forecasted in the forward-looking statements, including, but not
limited to, those set forth in this discussion under "Risk Factors" and other
risks detailed from time to time in reports filed with the Securities and
Exchange Commission. In addition, factors that could cause or contribute to such
differences include, but are not limited to, those discussed in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2000, as amended
(the "Form 10-K").

     Our operating performance each quarter is subject to various risks and
uncertainties as discussed in our Form 10-K. The following discussion should be
read in conjunction with the section entitled "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Form 10-K. In particular, the factors set forth below in "Risk Factors" could
affect our operating results and financial condition.

OVERVIEW

     Wink Communications was founded in 1994, and our activities to date have
consisted of:

          -       developing and adapting our technology for operation in
                  televisions and advanced analog and digital set-top boxes;

          -       licensing our Wink Studio authoring tool software to major
                  broadcast and cable networks, third-party developers and
                  advertisers to enable them to develop Wink Enhanced
                  Broadcasting;

          -       licensing our Wink Server software to broadcast and cable
                  networks and cable system operators to incorporate Wink
                  enhancements into their television programming;

          -       developing the Wink Response Network for collecting and
                  managing responses to Wink Enhanced Broadcasting;

          -       marketing the concept of Wink Enhanced Broadcasting and
                  establishing the Wink brand; and

          -       establishing relationships with and licensing our technology
                  to key television industry participants.

         Sources of Revenue. Through March 31, 2001, our revenues have been
primarily derived from license fees relating to the Wink Engine, Wink Studio,
and Wink Broadcast Server software, non-recurring and consulting engineering
services under agreements to integrate Wink Technology to various televisions
and set-top boxes, charter advertising fees and service fees relating to
software installation and post-installation customer support. We recognize
software license revenues relating to the Wink Engine on a "sell-through" basis
upon notification of shipment of Wink-enabled set-top boxes or televisions by
the original equipment manufacturer. License fees from Wink Studio and Wink
Broadcast Server software are recognized ratably over the term of the
subscription license agreement. Non-recurring engineering services have been
recognized using the percentage-of-completion method, using labor hours as a
measure of progress towards completion. Engineering consulting revenues have
been recognized on a "time and materials" basis. Fees from installation services
and post-installation customer support are recognized ratably over the term of
the agreement. Fees received in advance of revenue recognition are included on
the balance sheet as deferred revenue.

         Business Plan. Our business plan is to derive the primary portion of
our future revenues from the Wink Response Network by charging transaction fees
to advertisers and merchants for each information request or purchase order
obtained



                                       8
<PAGE>   9
 from viewers who respond to Wink Enhanced Broadcasting and to provide data
services related to those responses. The Wink Response Network was activated on
a limited basis in the second half of 1998. However, no significant transaction
fee revenue has been recognized to date. Substantially all the revenues earned
from advertisers and merchants utilizing the Wink Response Network as of March
31, 2001 has been related to charter advertising agreements that provide for a
flat fee to be paid in lieu of transaction fees. These fees are recognized
ratably over the life of the agreement, generally one year. Over the next few
quarters, we intend to transition some of these advertiser agreements from a
flat fee payment structure to a transaction and data provider fee basis. We have
also entered into several agreements with advertisers and merchants that will
pay fees on a transaction basis and we intend to enter into more of these
agreements in the future. The revenues that we have received under these
agreements were insignificant for the three months ended March 31, 2001. We may
also derive revenue in the future from sales of products by us through our
dedicated interactive and virtual channels.

         To date, a large portion of our revenue has been derived from
non-recurring and consulting engineering services, however, we do not expect
that non-recurring and consulting engineering services will represent a
significant component of future revenues.

         The statements regarding our business plan and future sources of
revenue are forward-looking, and actual results may differ materially. Factors
that could cause future sources of revenue to differ include, but are not
limited to: (1) the response of advertisers and merchants to a system that would
charge them transaction fees for viewers' information requests or purchase
orders; (2) the desire of viewers to purchase merchandise through the Wink
Response Network; and (3) the response of creators of programming or advertising
who will need to create high-quality content that appeals and motivates viewers.

     Revenue Sharing and Launch Fees. Revenue sharing and launch fees include
costs related to our agreements with cable and satellite system operators to
deploy the Wink service to their subscribers. Such costs include: amortization
of warrants issued to the operators, revenue shares and guarantees, marketing
funds, amortization of launch funds and equipment subsidies provided to the
operators. In future periods, revenue sharing and launch fees are expected to
increase significantly and to include the portion of transaction fees shared
with and guaranteed to certain television industry participants, as well as
costs of sales performance incentives to various consumer electronics retailers
to encourage them to register their customers as Wink users.

     Sales and Marketing. Sales and marketing expense includes salaries,
non-cash charges for employee stock-based compensation, consulting fees,
travel-related costs and advertising expenses associated with our sales and
consumer marketing departments. Sales and marketing expense also includes costs
related to marketing materials, commercial spots and training for the launch of
Wink Enhanced Broadcasting in new cable systems. We expect sales and marketing
expense to increase in the future as additional personnel are hired and
additional advertising costs are incurred to support anticipated growth.

     Operating. Operating expense includes costs associated with our operations
departments, including personnel costs, expenses related to the Company's
internal information systems and costs of operating the Wink Response Network,
including processing and telecommunication costs and payments to third-party
consultants and customer service representatives. We expect operating expense to
increase in the future as additional personnel are hired, additional third-party
consultants are used and additional telecommunications costs are incurred to
support anticipated growth.



                                       9
<PAGE>   10

     Product Development. Product development expense includes costs associated
with our engineering and business development departments, including personnel
costs, non-cash charges for employee stock-based compensation and fees to
third-party consultants. Costs of developing the Wink technology to be
incorporated in several different set-top box platforms for both our cable and
direct broadcast satellite system operators and continued work on enhancing our
proprietary automated Wink Response Network comprise a significant portion of
product development expenses. We expect product development expense to increase
in the future as additional personnel are hired and additional third-party
consultants are used to support anticipated growth.

     General and Administrative. General and administrative expense includes
administrative and executive personnel costs, rent, facilities, legal expenses
for general corporate and intellectual property purposes, investor relations
costs associated with being a public company and non-cash stock-based
compensation charges. We believe that as operations continue to increase in size
and scope, general and administrative expenses will continue to increase,
although at a lower percentage than in past periods.

     We have incurred net losses since inception and, at March 31, 2001, had an
accumulated deficit of $95.4 million. We may never achieve favorable operating
results or profitability. See "Risk Factors --We have a history of losses and
expect future losses."

RESULTS OF OPERATIONS

     Since inception, we have been engaged primarily in the development and
licensing of Wink Enhanced Broadcasting. Accordingly, our historical results of
operations are not indicative of and should not be relied upon as an indicator
of future performance.

THREE MONTHS ENDED MARCH 31, 2001 AND 2000

REVENUES

     Total revenues increased 223% to $1.7 million for the three months ended
March 31, 2001, compared to $526,000 for the three months ended March 31, 2000.
The increase in 2001 resulted primarily from a significant increase in services
revenue of $1.1 million, or 883%. The increase in services revenue was primarily
due to engineering consulting and installation services with related parties
totaling $1.2 million for the three months ended March 31, 2001, whereas
$129,000 was recognized for the three months ended March 31, 2000. During the
three months ended March 31, 2001, license revenues also increased by a total of
$39,000, or 10%, compared to the same period in the prior year due to additional
charter advertisers and programmers' license fees. During the three months ended
March 31, 2001, one customer, a related party, accounted for 66% of total
revenues.

COSTS AND EXPENSES

         Total costs and expenses increased 116% to $16.6 million for the three
months ended March 31, 2001, compared to $7.7 million for the three months ended
March 31, 2000. The $8.9 million increase was primarily a result of increased
non-cash charges for warrant amortization and additional operating costs
associated with the development, testing and deployment of Wink Enhanced
Broadcasting. A substantial increase in revenue sharing and launch fees,
including significant increases in equipment subsidies and other launch funds
provided to our affiliated cable and satellite operators also contributed to
this increase of costs and expenses. We believe that continued expansion of our
operations and our sales and marketing efforts is critical to the achievement of
our goals. Therefore, we believe that costs and expenses will continue to
increase.

     Costs and expenses include non-cash charges for stock compensation and
warrant amortization as follows:

<TABLE>
<CAPTION>
                                                                   THREE MONTHS
                                                                  ENDED MARCH 31,
                                                               2001             2000
                                                               ----             ----

<S>                                                     <C>               <C>
         Revenue sharing and launch fees............    $    2,987,000    $      203,000
         Sales and marketing .......................           211,000           129,000
         Product development .......................           121,000           129,000
         General and administrative.................           101,000           192,000
                                                        --------------    --------------
                                                        $    3,420,000    $      653,000
                                                        ==============    ==============
</TABLE>





                                       10
<PAGE>   11
         Revenue sharing and launch fees. Revenue sharing and launch fees
increased $7.4 million to $7.7 million for the three months ended March 31,
2001, from $313,000 for the three months ended March 31, 2000. The increase is
primarily due to a $4.6 million increase in various costs related to the
development and launch of Wink Enhanced Broadcasting with our affiliated cable
and satellite system operators, including revenue guarantees, which were
insignificant in 2000, and launch funds and equipment subsidies that were not
incurred during the three months ended March 31, 2000 because the Wink service
had not been deployed with a significant distribution partner as of March 31,
2000. The increase was also due to a $2.8 million increase in non-cash charges
for stock warrant amortization. The increase in stock warrant amortization from
the same period in the prior year is primarily related to amortization of five
warrants that were issued in 2000 in connection with new distribution agreements
with certain cable and satellite system operators.

         Sales and Marketing. Sales and marketing expense increased 22% to $2.2
million for the three months ended March 31, 2001, from $1.8 million for the
three months ended March 31, 2000. The increase was due to increases in
personnel and advertising costs to support our expanded activities.

         Operating. Operating expense increased 17% to $2.7 million for the
three months ended March 31, 2001, from $2.3 million for the three months ended
March 31, 2000. The increase was primarily due to additional consulting fees
paid to support product deployment, additional telecommunications costs incurred
to operate the Wink Response Network, and increased depreciation expense for
internal and deployment equipment purchased, all of which incurred to support
increased Wink technology deployment activities and our expanded operations.

         Product Development. Product development expense increased 16% to $2.2
million for the three months ended March 31, 2001, from $1.9 million for the
three months ended March 31, 2000, as additional engineering and product
development personnel costs were incurred to support increased activities,
including development of the Wink technology for several different platforms for
both our cable and direct broadcast satellite system operators. The increase
also reflects additional depreciation expense for internal development
equipment.

         General and Administrative. General and administrative expense
increased 21% to $1.7 million for the three months ended March 31, 2001, from
$1.4 million for the three months ended March 31, 2000. The increase was related
to the hiring of administrative and executive personnel to support anticipated
future growth and increased facilities expense which were not allocated to the
various other expense classifications for the quarter ended March 31, 2001,
offset by a decrease in legal fees related to a patent infringement case.

         Interest and Other Income, Net of Interest Expense. Net interest and
other income increased 35% to $2.3 million for the three months ended March 31,
2001, from $1.7 million for the three months ended March 31, 2000. This increase
was due to significant yields earned on fixed income short-term investments due
to falling interest rates.

         Income Taxes. We have not generated taxable income since inception and,
as a result, the provision for income taxes consists solely of the Delaware and
California minimum franchise taxes that are included in general and
administrative expenses. At March 31, 2001, we had federal net operating loss
carryforwards of approximately $74 million available to reduce future taxable
income. Under the Tax Reform Act of 1986, the amount of benefit from net
operating loss carryforwards may be impaired or limited, as we have incurred a
cumulative ownership change of more than 50%, as defined, over a three-year
period. Based on a number of factors, including the lack of a history of
profits, management believes that there is sufficient uncertainty regarding the
realization of deferred tax assets such that a full valuation allowance has been
established.



                                       11
<PAGE>   12
LIQUIDITY AND CAPITAL RESOURCES

         Since inception, we have financed our activities largely through the
sale of equity securities and through proceeds from capital lease financing. As
of March 31, 2001, we have raised $104.5 million through the sale of our
Convertible Preferred Stock. In August 1999, we raised net proceeds of $77.3
million from the initial public offering of Common Stock. We had $107.2 million
of cash, cash equivalents and short-term investments at March 31, 2001.

         Net cash used in operating activities totaled $12.9 million and $5.9
million for the three months ended March 31, 2001 and 2000, respectively,
primarily as a result of our net losses.

         Net cash provided by investing activities totaled $25.1 million for the
three months ended March 31, 2001 and was attributable to the net proceeds of
short-term investments totaling $26.0 million, offset by the acquisition of
$891,000 of property and equipment. Net cash used in investing activities
totaled $2.7 million for the three months ended March 31, 2000, and was
attributable to the investment in a private technology company of $1.4 million,
the acquisition of $964,000 of property and equipment and the net purchases of
short-term investments of $318,000.

         Net cash provided by financing activities for the three months ended
March 31, 2001 was $421,000 and was due to proceeds from issuance of Common
Stock under our employee stock option and purchase plans. For the three months
ended March 31, 2000, net cash provided by financing activities was $1.6
million, consisting of $1.5 million in proceeds from issuance of Common Stock
under our employee stock option and purchase plans and the repayment of a
stockholder note balance of $250,000. These proceeds were partially offset by
capital lease obligation principal payments of $110,000.

         We have entered into agreements with Microsoft, cable and direct
broadcast satellite system operators and other television industry participants
who support Wink-enhanced programming, some of whom are also related
parties, to share with these entities a portion of revenues, if any, we generate
from viewer responses to Wink Enhanced Broadcasting. These revenue sharing
commitments are based upon the level of the commitment the particular
participant has made to support Wink Enhanced Broadcasting. To date,
insignificant transaction fee revenue has been recognized. To the extent that
future transaction fee revenue is generated, we will record the revenue sharing
as a charge to revenue sharing and launch fees in the period the revenue is
recognized.

         For Microsoft and certain cable and direct broadcast satellite system
operators, some of whom are related parties, we have also provided minimum
revenue guarantees. If Wink Enhanced Broadcasting fails to generate sufficient
revenue to meet the guaranteed amount per Wink subscriber, we are obligated to
pay the difference between the guaranteed amount and the amount actually earned.
Such revenue guarantees will be recognized in the period incurred. We have also
agreed to provide marketing and launch funds to a number of cable and direct
broadcast satellite system operators, contingent upon the commercial launch of
Wink Enhanced Broadcasting. Revenue guarantees and launch fees range from $1.00
to $5.00 per household.

         We believe that our existing cash, cash equivalents and short-term
investments will be sufficient to meet our currently anticipated business
requirements, including capital expenditures and strategic operating programs,
for at least the next 12 months. Thereafter, if necessary, we may need to sell
additional equity or debt securities or obtain additional credit facilities. The
sale of additional equity or convertible debt securities may result in
additional dilution to our stockholders. We may not be able to raise any such
capital on terms acceptable to us, or at all.



                                       12
<PAGE>   13

RISK FACTORS

WE EXPECT TO INCUR SUBSTANTIAL OPERATING AND NET LOSSES.

         We have a limited operating history, which makes the prediction of
future results difficult. We have incurred significant net losses since
inception and, at March 31, 2001, had an accumulated deficit of $95.4 million.
To date, we have recognized minimal revenue, and our ability to generate revenue
is subject to substantial uncertainty. In addition, we currently intend to incur
substantial operating expenses to fund additional technological development,
sales, marketing, transaction processing and general activities. We expect that
our total operating expenses, excluding stock-based compensation charges, for
the year ending December 31, 2001 will be $65 to $70 million.

OUR LIMITED OPERATING HISTORY AND THE EMERGING MARKET FOR INTERACTIVE TELEVISION
MAKE OUR FUTURE FINANCIAL RESULTS UNPREDICTABLE.

         Since our inception, we have not had a profitable quarter and may never
achieve or sustain profitability. Although our revenues increased for each of
the last three years, we may not be able to sustain our historical revenue
growth rates. We also expect to continue to incur increasing revenue sharing and
launch fees, product development, operations, sales and marketing and general
and administrative expenses. In addition, a significant amount of our revenues
have been derived from services provided by us and not from transaction fees
paid by advertisers, merchants and network and cable programmers in conjunction
with Wink-enhanced advertising and in-show commerce opportunities. If we are to
achieve profitability given our planned expenditure levels, we will need to
generate and sustain substantially increased transaction fee, data service fees
and license and royalty revenues; however, our future revenue prospects,
particularly those derived from viewer response activities, are subject to a
high degree of uncertainty. As a result, we expect to incur significant and
increasing losses and negative cash flows for the foreseeable future.



                                       13
<PAGE>   14

OUR BUSINESS IS DEPENDENT UPON CONTENT PROVIDERS, DISTRIBUTORS, ADVERTISERS AND
CONSUMERS EMBRACING THE WINK TECHNOLOGY.

         Since our business plan is premised upon the expectation that we will
eventually receive the primary portion of our revenue directly from advertisers
and merchants, our business will suffer if advertisers and merchants do not
create and use Wink-enhanced advertising. Additionally, if Wink Enhanced
Broadcasting is not broadly accepted and promoted by cable and direct broadcast
satellite system operators, our business plan will not succeed. These operators
may choose not to implement Wink Enhanced Broadcasting for a variety of reasons.
Our success will depend heavily upon broad acceptance of Wink Enhanced
Broadcasting by television viewers. If significant numbers of viewers do not
request information or purchase goods and services in response to Wink-enhanced
programming and advertising, advertisers and merchants are likely to terminate
their use of Wink-enhanced advertising or never adopt Wink Enhanced
Broadcasting. Viewers may not react favorably to Wink Enhanced Broadcasting for
various reasons, such as they may feel it is too complex or they may be
concerned about security or privacy issues.

IF BROADCAST AND CABLE NETWORKS DO NOT AIR WINK-ENHANCED ADVERTISEMENTS, WE WILL
NOT GENERATE REVENUES FROM ADVERTISERS AND MERCHANTS

         Because Wink enhancements are only available to viewers of networks
that have adopted Wink Enhanced Broadcasting, we must rely upon networks to air
Wink-enhanced advertising and programming in order to execute our business plan.
While we have entered into agreements with 27 cable networks and four broadcast
networks, these agreements generally commit the networks to use only reasonable
efforts to air a specified amount of Wink-enhanced programming and do not
require a Wink programming enhancement to be available at all times during this
programming. In addition, some of the cable and broadcast networks agreements to
air Wink-enhanced programming have expired, although most continue to air such
programming. Moreover, our agreements allow the networks to select the
programming to be enhanced at their discretion, and do not require the networks
to employ enhanced broadcasting for all types of programming. Our agreements
with networks are short-term (generally one to eight years) and generally can be
terminated after one year. Some networks can also terminate their agreements
with us early upon the occurrence of certain events, including our failure to
achieve specific performance requirements. The termination of one or more of
these agreements, or our failure to enter into additional agreements and to
increase programming commitments substantially, may prevent us from generating
sufficient revenues to conduct our business.

IF ADVERTISERS AND MERCHANTS DO NOT CREATE AND USE WINK-ENHANCED ADVERTISING, WE
WILL NOT GENERATE REVENUES SUFFICIENT TO CONDUCT OUR BUSINESS.

         Since our business plan is premised upon receiving the primary portion
of our revenue directly from advertisers and merchants, our business will suffer
if advertisers and merchants do not create and use Wink-enhanced advertising. In
addition, if advertisers and merchants are unwilling to pay on a
fee-per-transaction basis and use our data service, we will not be able to
execute our business plan, as it currently exists.

         Under our "Charter Advertiser" program, our charter advertisers have
agreed to use only reasonable efforts to add Wink enhancements to a specified
number of their advertisements through various dates in 2001. We do not
currently have substantial commitments for advertising beyond 2001. If we are
unable to successfully negotiate favorable agreements with our charter
advertisers and additional advertisers for periods beyond 2001, our business
will suffer.

OUR ABILITY TO GENERATE REVENUES WILL SUFFER IF CREATORS OF PROGRAMMING OR
ADVERTISING DO NOT CREATE HIGH-QUALITY CONTENT

         In order for Wink to motivate viewers to interact with Wink-enhanced
programming and advertising, creators of programming and advertising must
develop and integrate high-quality Wink Enhanced Broadcasting content. If they
fail to do so, viewers may not respond to Wink-enhanced programming, which would
impair our ability to generate revenue.



                                       14
<PAGE>   15


WE WILL INCUR SUBSTANTIAL LIABILITY IF WINK ENHANCED BROADCASTING FAILS TO
GENERATE SUFFICIENT REVENUE TO MEET OUR REVENUE GUARANTEES AND OTHER
OBLIGATIONS.

         We have entered into agreements with Microsoft, cable and direct
broadcast satellite system operators and other market participants to share with
these entities a portion of revenues, if any, we generate from viewer responses
to Wink Enhanced Broadcasting. For certain cable and direct broadcast satellite
system operators, we have provided a minimum revenue guarantee. These guarantees
range from $1 to $5 per year per Wink-enabled home. In addition, we have made
minimum revenue guarantees to Microsoft ranging from $2 to $4 per year per
Wink-enabled device in which Microsoft controls the operating system,
application environment and content and data services, in exchange for certain
rights to process viewer responses to enhanced television offers. If Wink
Enhanced Broadcasting fails to generate sufficient revenue to meet these minimum
revenue guarantees, we will have to pay the difference between the guaranteed
amount and the amount actually earned by the operator or Microsoft. These
liabilities may be substantial.

         We have also agreed to provide launch and marketing funds to a number
of cable and direct broadcast satellite system operators, contingent upon the
commercial launch of Wink Enhanced Broadcasting, of up to $5.00 per household.

WE HAVE RELIED UPON A LIMITED NUMBER OF CUSTOMERS FOR A SIGNIFICANT PORTION OF
OUR REVENUES.

         We currently derive a significant portion of our revenues from a
limited number of customers. In the three months ended March 31, 2001, our four
largest customers accounted for 77% of our revenues, and one customer, a related
party, accounted for 66% by itself. In the year ended December 31, 2000, our
five largest customers, accounted for approximately 73% of our revenues. We do
not expect that we will continue to be dependent upon a limited number of
customers for a significant portion of our revenues in future periods since our
business plan is premised upon receiving the primary portion of our revenue
directly from several advertisers and merchants. As a result, if we fail to
successfully execute our business plan, as it currently exists, sell our
products and services to one or more customers in any particular period, or if a
large customer purchases fewer of our products or services or terminates its
relationship with us, our revenues could decline significantly.

WE HAVE DEPENDED ON ARRANGEMENTS WITH RELATED PARTIES.

         Revenues related to software licenses, engineering and installation
services provided to customers who are also holders of our Common Stock
represented $1,287,000 and $252,000 or 76% and 48% of our total revenues for the
three months ended March 31, 2001 and 2000, respectively. Additionally, revenue
sharing and launch fees to related parties were $4,507,000 or 27% of total costs
for the three months ended March 31, 2001. Related party costs were minor in the
quarter ended March 31, 2000.

         Although we have negotiated each of our distribution agreements with
these stockholders at "arms length", it is possible that future agreements or
negotiations with these parties, if any, could be affected by the fact that they
own shares of our common stock. For example, specific terms of our agreements,
such as pricing, may be higher or lower than the prices that may be charged by,
or to, unrelated parties for similar services. Moreover, if our relationships
with these related parties were to change adversely, we could experience a
decline in revenues, which could have a material adverse affect on the price of
our common stock.

WE MAY INCUR NET LOSSES OR INCREASED NET LOSSES WHEN WE ARE REQUIRED TO RECORD A
SIGNIFICANT ACCOUNTING EXPENSE RELATED TO THE ISSUANCE OF WARRANTS.

         In 2000 and the three months ended March 31, 2001, we entered into
agreements with several distribution partners whereby we agreed to issue
warrants to purchase up to an aggregate of 1.1 million shares of Common Stock
which are exercisable if those distribution partners satisfy certain milestones.
The value of the warrants will be estimated using the Black-Scholes model when
it becomes probable that the warrants will be earned and will be remeasured
until performance is complete. The value of the warrants will be amortized over
the estimated economic life of the arrangements with the




                                       15
<PAGE>   16

distribution partners. As of this filing, no warrants to purchase our common
stock per these milestones were earned by these distribution partners.

         If the warrants are earned, we could be required to record significant
non-cash accounting expenses related to these warrants. As a result, we could
incur net losses or increased net losses for a given period and this could
seriously harm our operating results and stock price.

THE EMERGING NATURE OF THE MARKET FOR INTERACTIVE TELEVISION MAY CREATE
SIGNIFICANT FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS, WHICH COULD RESULT
IN A DECLINE IN THE TRADING PRICE OF OUR COMMON STOCK.

         Our future quarterly operating results may fluctuate significantly due
to a number of factors related to the emerging market including:

         -        the amount of transaction-processing activity through the Wink
                  Response Network;

         -        the timing and success of infrastructure upgrades necessary to
                  support deployment by industry participants;

         -        the timing of the change, if any, in the basis of our
                  relationships with advertisers and merchants from a fixed flat
                  fee arrangement to a fee-per-transaction arrangement; and

         -        the effect of stock-based incentives provided to various
                  industry participants.

         Due to these factors, it is possible that our operating results in one
or more future quarters will fail to meet or exceed the expectations of
securities analysts or investors. In such event, the trading price of our common
stock would likely decline.

THE FAILURE OF THE WINK RESPONSE NETWORK TO PERFORM EFFECTIVELY AND RELIABLY
WILL AFFECT OUR ABILITY TO EARN TRANSACTION FEE REVENUES.

         An essential part of our strategy is the generation of high volumes of
commercial transaction traffic through the Wink Response Network, in conjunction
with related information systems at broadcast and cable networks, cable and
direct broadcast satellite system operators, advertisers and merchants.
Consequently, the inability by us or our strategic partners, to operate and
maintain the required transaction-processing systems and associated
infrastructure for the Wink Response Network or the subsequent occurrence of
significant system interruptions or errors, would affect our ability to:

         -        consistently execute viewer response transactions;

         -        maintain satisfactory levels of customer service; and

         -        attract and retain strategic relationships in the television
                  industry.

         Upon the launch of DIRECTV in October 2000, we have begun capturing and
routing large numbers of transaction responses through the Wink Response Network
but we may not be able to accurately predict and prepare for significant
increases in response transactions, if any, or to effectively implement any
necessary system changes, expansion and upgrades in a timely manner. We may also
be required to change or upgrade the Wink Response Network in order to respond
to changes in the information systems used by advertisers, merchants, networks
or cable or direct broadcast satellite system operators.

WE FACE COMPETITION FROM A NUMBER OF COMPANIES.

         Current and potential competitors in one or more aspects of our
business include television and other system software companies, interactive
television system providers and multimedia authoring tool providers. We also
face




                                       16
<PAGE>   17

competition from other providers and companies operating in the direct
marketing business, especially operators of toll-free response call centers.
Many of these companies may have significantly greater financial, technical,
manufacturing and marketing resources than us and may be in a better position to
compete in the industry.

         A number of companies are developing system software for the general
interactive television market, including Liberate Technologies, Sun
Microsystems, OpenTV and Canal Plus. OpenTV and Canal Plus already offer certain
products with features similar to Wink Enhanced Broadcasting. Many of these
competitors have the support of, or relationships with, industry participants
with which we also have relationships, which could adversely affect the extent
of support these market participants give to Wink Enhanced Broadcasting. In
addition, there also are a number of interactive system providers that have
developed proprietary software and hardware for adding interactivity to existing
television technologies, including Gemstar International Group, Worldgate
Communications, Source Media, ACTV, RespondTV and Commerce TV. In addition, one
or more of these entities or smaller companies might choose to pursue
hardware-independent, cross-platform opportunities directly competitive with
Wink Enhanced Broadcasting. If we are not able to compete successfully against
current or future competitors, our business, operating results and financial
condition will be materially adversely affected.

WE NEED TO ADAPT TO TECHNOLOGICAL CHANGE IN A MARKET THAT MAY NEVER FULLY
DEVELOP OR MAY DEVELOP WITH STANDARDS THAT ARE NOT COMPATIBLE WITH OUR
TECHNOLOGY.

         The emerging and unsettled market for interactive television will
require that we continually improve the performance, features and reliability of
Wink Enhanced Broadcasting, particularly in response to competitive offerings.
We may not be successful in responding quickly, cost-effectively and adequately
to these developments. The introduction of new technologies or standards for
enhanced broadcasting could render Wink Enhanced Broadcasting obsolete or
unmarketable. In addition, the widespread adoption of new television
technologies or standards, cable-based or otherwise, could require us to make
substantial expenditures to modify or adapt our technology, products, services,
network or business model.

GOVERNMENT REGULATIONS MAY ADVERSELY AFFECT OUR ABILITY TO BROADLY TRANSMIT WINK
ENHANCED BROADCASTING AND CAPTURE MARKETING DATA

         Governmental regulation of the telecommunications, media, broadcast and
cable television industries may adversely affect the ability of Wink and other
market participants to transmit Wink Enhanced Broadcasting. In addition, future
legislation or regulatory requirements regarding privacy issues could be enacted
to require notification to users that captured data may be used by marketing
entities to target product promotion and advertising to that user.

INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS MAY BE ASSERTED AGAINST US, WHICH
COULD DISRUPT OUR BUSINESS.

         If third parties assert claims of infringement of their proprietary
rights against us, we will incur significant costs and a diversion of resources
with respect to the defense of these claims. If any claims or actions are
asserted against us, we may seek to obtain a license under a third party's
intellectual property rights. However, a license under such circumstances may
not be available on reasonable terms, if at all.

         On September 15, 1999, a suit was filed in the United States District
Court for the Middle District of Florida, Fort Myers Division by Fort Myers
Broadcasting Company alleging federal trademark infringement, unfair competition
and dilution as well as injury to business reputation, unfair competition and
dilution in the state of Florida. If we fail to defend this allegation
successfully or settle the matter, our business and financial performance may be
adversely affected.

THE LOSS OF ANY OF OUR KEY PERSONNEL WOULD HARM OUR COMPETITIVENESS.

         We believe that our success will depend on the continued employment of
our senior management team and key technical personnel, none of whom, except
Maggie Wilderotter, our President and Chief Executive Officer, has an employment
agreement with us. If one or more members of our senior management team or key
technical personnel were unable or unwilling to continue in their present
positions, these individuals would be very difficult to replace and our ability


                                       17
<PAGE>   18

to manage day to day operations, develop and deliver new technologies, attract
and retain customers, attract and retain other employees and generate revenues,
would be seriously harmed.

WE RELY ON CONTINUOUS POWER SUPPLY TO CONDUCT OUR OPERATIONS, AND CALIFORNIA'S
CURRENT ENERGY CRISIS COULD DISRUPT OUR OPERATIONS AND INCREASE OUR EXPENSES.

         California is in the midst of an energy crisis that could disrupt our
operations and increase our expenses. In the event of an acute power shortage,
that is, when power reserves for the State of California fall below 1.5%,
California has on some occasions implements, and may in the future continue to
implement, rolling blackouts throughout the state. If blackouts interrupt our
power supply, we may be temporarily unable to operate. Any such interruption in
our ability to continue operations could delay the development of our products.
Future interruptions could damage our reputation, harm our ability to promote
the use of Wink-enhanced programming and advertising and could result in lost
revenue, any of which could substantially harm our business and results of
operations.

         Furthermore, the deregulation of the energy industry instituted in 1996
by the California government and shortages in wholesale electricity supplies
have caused power prices to increase dramatically, and these prices will likely
continue to increase for the foreseeable future. If wholesale prices continue to
increase, our operating expenses will likely increase, as our headquarters and
most of our employees are based in California. In addition, we do not carry
sufficient business interruption insurance to compensate us for losses that may
occur, and any losses or damages incurred by us could have a material adverse
effect on our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Interest Rate Sensitivity. Our exposure to market risk for interest
rate changes relates primarily to our short-term investment portfolio. We had no
derivative financial instruments as of March 31, 2001 or December 31, 2000. We
invest our marketable securities in accordance with our investment policy and
maintain our portfolio in the form of managed investment accounts comprised of
money market accounts, corporate bonds and government bonds and notes. We
consider all highly liquid investments with an original maturity of three months
or less to be cash equivalents. The primary objective of our portfolio is to
maintain proper liquidity to meet the operating needs of the business. Our
policy specifies credit quality standards for the investments and limits the
amount of credit exposure to any single issue, issuer or type of investment. The
weighted average maximum maturity of the portfolio is based on the Lehman 1-3
index.

         Our holdings are subject to interest rate risk and will fall in value
in the event market interest rates increase. If market interest rates were to
increase immediately and uniformly by 50 basis points from levels as of March
31, 2001, we believe the fair value of the portfolio would decline by an
immaterial amount.

         Foreign Currency Exchange Risk. We conduct all of our transactions,
including those with foreign suppliers and customers, in U.S. dollars. We are
therefore not directly subject to the risks of foreign currency fluctuations and
do not hedge or otherwise deal in currency instruments in an attempt to minimize
such risks. Of course, demand from foreign customers and the ability or
willingness of foreign suppliers to perform their obligations to us may be
affected by the relative change in value of such customer or supplier's domestic
currency to the value of the U.S. dollar. Furthermore, changes in the relative
value of the U.S. dollar may change the price of our prices of our foreign
competitors. We may be subject to exposure in the future from our Japanese
subsidiary, which to date has not recognized any revenues or expenses.

PART II
OTHER INFORMATION

ITEM 1. Legal Proceedings

         None

ITEM 2. Changes in Securities



                                       18
<PAGE>   19
         On August 18, 1999, we commenced an initial public offering ("IPO") of
5,462,500 shares of common stock (including 200,000 shares sold by existing
stockholders and an underwriters' over-allotment option of 712,500 shares) at
$16.00 per share pursuant to a registration statement (No. 333-80221) (the
"Initial Registration Statement") and a related registration statement
(333-85531) filed pursuant to Rule 462(b) of the Securities Act. The Initial
Registration Statement was declared effective by the Securities and Exchange
Commission. The offering was completed on August 24, 1999, and all shares have
been sold. The aggregate gross proceeds from the offering were $84.2 million for
the shares sold by us and $3.2 million for the shares sold by the selling
stockholders.

         We have used, and continue to expect to use, the proceeds from the
offering for general corporate purposes, including working capital. A portion of
the proceeds may also be used for the acquisition of businesses that are
complementary to ours. Pending such uses, we have invested the net proceeds of
the IPO in interest-bearing securities that management considers to be credit
worthy.

ITEM 3. Defaults upon Senior Securities

         None.

ITEM 4 Submission of Matters to a Vote of Security Holders

         At 9:00 a.m. on May 8, 2001, the Company held its 2001 Annual
Stockholders Meeting at the Waterfront Plaza Hotel located at Ten Washington
Street, Oakland, California. The proposals voted upon at the meeting were the
(1) election of three members of the Board of Directors and (2) amendment to the
1999 Stock Plan to change the amount by which the number of shares of Common
Stock reserved for issuance thereunder is automatically increased each year.
Only stockholders of record at the close of business on March 13, 2001 were
entitled to vote at the Annual Meeting or by proxy. There were 24,791,033 shares
present or represented by proxy at the meeting, representing a quorum. The
results are as follows:

<TABLE>
<CAPTION>
PROPOSAL 1                                         FOR                 WITHHELD
----------                                         ---                 --------

<S>                                                <C>                 <C>
Mary Agnes Wilderotter                             24,369,778          421,255
Michael Fuchs                                      24,638,091          152,942
William T. Schleyer                                24,638,891          152,142

PROPOSAL 2
----------
For                           15,504,045
Against                        3,037,402
Abstain                           33,762
Broker Non-Vote                6,215,824
</TABLE>

ITEM 5. Other Information

         None.

ITEM 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

                                       19
<PAGE>   20
                                  EXHIBIT INDEX

         Exhibits                         Description
         --------                         -----------

         4.6            Consent and Amendment of Investor Rights Agreement and
                        Co-Sale Agreement (+)

         10.55          Common Stock and Warrant Issuance Agreement (+)

         (+)            Confidential treatment has been requested for these
                        exhibits

(b)      Reports on Form 8-K

                None

                                   SIGNATURE

         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.

                       WINK COMMUNICATIONS, INC.
                       (Registrant)

                       By:    /s/  Jonathan W. Spatz
                          ------------------------------------------------------
                          Chief Financial Officer and Executive Vice President
                          (Principal Financial and Accounting Officer)


Date: May 14, 2001



                                       20