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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
March 31, 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)
Delaware 0-27470 54-725021
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
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.
On March 31, 1999, CyberCash, Inc. (the "Company") issued 304,878 Units,
each consisting of (i) one share of the Company's common stock (collectively,
the "Common Shares") and (ii) a warrant to purchase 0.75 shares of the Company's
common stock (collectively, the "Warrants"), for an aggregate purchase price of
$5 million in cash. The Units were issued to two institutional investors in the
second tranche of a private offering pursuant to Regulation D of the Securities
Act of 1933, as amended. The first tranche of the private offering was completed
on January 6, 1999.
The per Unit purchase price for both tranches was $16.40, which is equal
to 105% of the closing bid price of the Company's common stock on January 5,
1999, the last trading day before the first tranche of the private offering
closed. As a condition to completing the second tranche of the private offering,
the Company agreed to register under the Securities Act of 1933 the resale of
the Common Shares and the common stock issuable upon exercise of the Warrants
(collectively, the "Warrant Shares"). On March 31, 1999, the Securities and
Exchange Commission declared effective the Registration Statement on Form S-3
(File No. 333-71895) filed by the Company to register the Common Shares and
Warrant Shares.
The Warrants will expire on January 6, 2004. The exercise price for each
Warrant is initially set at $20.00. The exercise price may be reset on January
6, 2000, January 6, 2001 and January 6, 2002, if the average closing bid price
of the Company's common stock over the 10 trading days preceding any of these
dates is less than $20.00. In any of these circumstances, the exercise price
would be reset to equal the average closing bid price of the Company's common
stock over the 10 trading days preceding the applicable reset date. Beginning
January 6, 2002, the exercise price also could be reduced if the Company issues
securities below the market price of the Company's common stock. If an
adjustment of the exercise price occurs, the number of Warrant Shares would
proportionately increase.
Under the Warrants, a holder can elect to pay the exercise price in
immediately available funds, through the cancellation of a portion of the
Warrants or through the delivery of shares of common stock. If the holder elects
to pay the exercise price through the delivery of common stock, the common stock
will be valued at $16.40.
Each investor has the option of selling the Common Shares back to the
Company and receiving the purchase price and a 20% return on its investment upon
the occurrence of certain events. Under certain circumstances, the investors
also may elect to receive instead the highest trading price between the date of
the event and a specified date thereafter. Those events include the Company not
issuing shares upon a holder's exercise of the Warrants, if any of the Common
Shares or Warrant Shares are not registered under the Securities Act, if the
Company becomes insolvent, or if the Company loses the listing of its common
stock on a national stock exchange or Nasdaq. Under any of these circumstances,
and under certain of these circumstances only if holders of at least 50% of the
then outstanding Common Shares so elect, the investors would
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have the right to sell the Common Shares back to the Company at (i) 120% of the
price the investor paid for the shares in this private offering or (ii) the
highest trading price between the date of the event and a specified date
thereafter.
Another repurchase event may arise if the Company consummates a sale,
merger, consolidation or other business combination transaction in which the
Company is not the surviving entity. Under this circumstance, if holders of at
least 50% of the then outstanding Common Shares so elect, the investors would
have the right to sell the Common Shares back to the Company at 120% of the
price the investors paid for the shares in this private offering, but would not
have the option of a potentially higher price based upon a higher trading price
following that repurchase event. In addition, if an investor exercises its right
of repurchase because of a business combination transaction, any warrants then
held by the investor also would be canceled.
The Company's press release announcing the sale of the Units in the
second tranche of this private offering is filed as an exhibit to this Current
Report on Form 8-K. This summary and description of the transaction is
qualified in its entirety by reference to the documents filed as exhibits to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 11, 1999.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
99.1 Press release dated April 6, 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: April 6, 1999 By: /s/ James J. Condon
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James J. Condon
President, Chief Operating Officer and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated April 6, 1999
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CONTACT:
CYBERCASH, INC. RUDER FINN
James J. Condon Steve Curtis
President and (212) 593-6319
Chief Operating Officer
(703) 716-5208
Maria Izurieta
Vice President of Finance
Investor Relations
(703) 453-1119
CYBERCASH RAISES $5 MILLION IN EQUITY
THROUGH PRIVATE PLACEMENT
RESTON, VA, APRIL 6, 1999 -- CyberCash, Inc. (NASDAQ: CYCH), the world leader in
secure payment technologies and services, today announced that it has raised an
additional $5 million in equity capital through the second tranche of a private
placement of common stock and warrants. This brings CyberCash's cash balance to
approximately $19 million. The Company raised $10 million from the same private
equity funds, in January 1999, through the first tranche of this private
placement. CyberCash plans to use this equity funding to continue to underwrite
the marketing, sales and customer support efforts behind the roll out of its
InstaBuy(TM) one-click shopping service.
"We will be launching a multifaceted $2.5 million marketing campaign promoting
our new InstaBuy Agile Wallet service," Condon said. "This campaign will help
us demonstrate to merchants how fast and easy it is for consumers to shop
online using InstaBuy, and motivate merchants to learn more about the
benefits of offering InstaBuy on their sites. InstaBuy's ubiquity across the
Net makes it easy for consumers to shop any merchant's site, as emphasized by
the campaign's tagline: "Just One Click. Anywhere.""
William N. Melton, chairman and chief executive officer, added, "For the
remainder of 1999, the Company will focus on building its merchant base both
for our InstaBuy and Payment offerings and on enlisting additional financial
institutions to sponsor branded Agile Wallets. We are encouraged by the
resumption in signups during the past month along with further increases in
transaction volume, as of today we have over 11,000 merchants using our
CyberCash CashRegister 3 service processing more than 3.1 million
transactions per month, and in March we added more than 900 merchants to the
service. This additional funding will assist us in achieving our goals for
1999, as we continue to execute on our strategy towards profitability.
CyberCash Press Release
Page Two
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Melton continued: "First USA, the first financial institution to participate in
the Agile Wallet program with its VersaPay wallet, has recently announced
several marquee merchants who have signed up for the InstaBuy service. These
merchants include Borders.com, CDnow, ZD Net, 1-800 Flowers, CBS MarketWatch and
Cyberian Outpost. The opportunities for CyberCash are tremendous and we are
poised to take advantage of the burgeoning electronic commerce market."
ABOUT CYBERCASH, INC.
CyberCash is the world leader in secure, convenient payment technologies and
services, enabling e-commerce across the entire market spectrum from electronic
retailing environments to the Internet.
CyberCash provides a complete line of software products and services allowing
merchants, billers, financial institutions and consumers to conduct secure
transactions using the broadest array of popular payment forms. Credit, debit,
purchase cards, cash, checks, smart cards and alternative payment types (e.g.,
"frequent buyer" or loyalty programs) are all supported by CyberCash payment
solutions. Leading brands of CyberCash include ICVERIFY(R), PCVERIFY(TM),
CashRegister (TM), NetVERIFY(TM), CyberCoin(R), PayNow(TM), and InstaBuy (TM).
For financial institutions, software developers and integrators, commerce and
Internet service providers, and technology partners, CyberCash solutions are the
preferred choice, offering unmatched ease and flexibility in integrating payment
capabilities into value-added offerings to customers.
This press release contains statements that are forward looking, including
statements about the Company's future profitability and stock price. They are
based on the Company's current expectations, and are subject to a number of
uncertainties and risks, and actual results may differ materially. The
uncertainties and risks include the need for additional capital, the pace of
growth of Internet commerce, the development by the Company and its competitors
of new products and services, strategic decisions by major participants in the
industry, competitive pricing pressures, legal and regulatory developments,
general economic conditions, and stock market developments affecting technology
companies. Further information about these and other relevant risks and
uncertainties may be found in the Company's report on Form 10-K, and its other
filings with the Securities and Exchange Commission, all of which are available
from the Commission and from the Company's worldwide web site
http://www.cybercash.com as well as other sources.
CyberCash, Inc., headquartered in Reston, Virginia, USA, maintains a global
presence with offices and joint ventures operating throughout North America,
Europe and Asia.
To receive CyberCash's latest news and corporate developments visit the
Company's web site at http://www.cybercash.com.
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