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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
August 19, 1999
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Date of Report (Date of earliest event reported)
CyberCash, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware 0-27470 54-725021
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
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2100 Reston Parkway, Reston, Virginia 20191
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(703) 620-4200
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
The purpose of this Form 8-K is to file a legal opinion in connection with
a public offering under Securities Act Registration Statement File Number
333-79943. On August 19, 1999, CyberCash, Inc. (the "Company") issued and sold
an aggregate of 1,643,836 shares of the Company's common stock, par value $.001
per share, and warrants to purchase 164,384 shares of common stock. The
purchase price for the common stock was $9.125 (equal to the average of the
closing bid prices of the common stock on the last three consecutive trading
days). The exercise price is initially equal to $11.40622 per share.
The Company reserved additional shares of common stock to be
issued in the event that the average of the closing bid prices of the common
stock (as reported on Nasdaq for the ten consecutive trading days immediately
preceding August 19, 2000) is less than $9.125 per share. In that event, the
Company is obligated to issue a number of additional shares equal to the
difference between $9.125 and the one-year price and to reduce the exercise
price of the warrants.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
5.01 Legal Opinion dated as of August 19, 1999.
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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 thereunto duly authorized.
CyberCash, Inc.
Date: August 19, 1999 By: /s/ Dennis N. Cavender
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Dennis N. Cavender
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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5.01 Legal Opinion dated as of August 19, 1999.
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Exhibit 5.01
August 19, 1999
Board of Directors
CyberCash, Inc.
2100 Reston Parkway, 3rd Floor
Reston, Virginia 20191
Ladies and Gentlemen:
We are acting as special counsel to CyberCash, Inc., a Delaware
corporation (the "COMPANY"), in connection with its registration statement on
Form S-3, as amended and supplemented through the date hereof (the
"REGISTRATION STATEMENT") filed with the Securities and Exchange Commission
relating to the proposed public offering of up to 1,643,836 shares of the
Company's common stock, par value $.001 per share, (the "SHARES"), Warrants to
purchase 164,384 shares of Common Stock (the "WARRANTS"), and 164,384 shares
of Common Stock which may be issued upon exercise of the Warrants (the "WARRANT
SHARES"), all of which are to be sold by the Company. This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in
connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of
the following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as
certified by the Secretary of the State of the State of
Delaware on August 16, 1999 and by the Chief Financial
Security Officer of the Company on the date hereof as being
complete, accurate, and in effect.
3. The Bylaws of the Company, as certified by the Secretary of
the Company on the date hereof as being complete, accurate,
and in effect.
4. Resolutions of the Board of Directors of the Company adopted
by unanimous written consent on August 17, 1999, as
certified by the Secretary of the Company on the date hereof
as being complete, accurate, and in effect, relating to the
issuance and sale of the Shares, the Warrants and the
Warrant Shares and arrangements in connection therewith.
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In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on
Delaware corporate law. We express no opinion herein as to any other laws,
statutes, ordinances, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of
the opinion that (i) following receipt by the Company of the consideration for
the Shares and Warrants specified in the resolutions of the Board of Directors,
the Shares will be validly issued, fully paid, and nonassessable, and the
Warrants will constitute binding obligations of the Company, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights (including, without limitation, the effect of
statutory and other law regarding fraudulent conveyances, fraudulent transfers
and preferential transfers) and as may be limited by the exercise of judicial
discretion and the application of principles of equity including, without
limitation, requirements of good faith, fair dealing, conscionability and
materiality (regardless of whether such agreement is considered in a proceeding
in equity or at law) and (ii) following issuance of the Warrant Shares pursuant
to the terms of the Warrants and receipt by the Company of the consideration for
the Warrant Shares specified in the Warrants, the Warrant Shares will be validly
issued, fully paid and nonassessable.
This opinion letter has been prepared for your use in connection
with the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit
5.01 to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus supplement constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
HOGAN & HARTSON L.L.P.
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