CYBERCASH INC
8-K, 1999-11-18
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                    FORM 8-K
                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 15, 1999


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                                 CYBERCASH, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                               <C>                                           <C>
               DELAWARE                                    0-27470                                   54-725021
   (State or other jurisdiction of                (Commission File Number)                       (I.R.S. Employer)
    incorporation or organization)                                                              Identification No.)


           2100 RESTON PARKWAY
            RESTON, VIRGINIA                                                                          20191
(Address of principal executive offices)                                                            (Zip Code)
</TABLE>

       Registrant's telephone number, including area code: (703) 620-4200


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ITEM 5. OTHER EVENTS

On November 15, 1999, the Company entered into an agreement amending the terms
of Investment Options held by RGC International Investors, LDC ("RGC"). The
Company issued these Investment Options to RGC in connection with equity
investments made by RGC on February 5, 1998 and July 13, 1998. Under the
agreement, RGC will be permitted to exercise the Investment Options at an
adjusted exercise price of $8.27 per share, instead of $13.345 per share. Under
the agreement, RGC has agreed to exercise the Investment Options, which
represent the right to purchase 472,254 shares of the Company's common stock,
for an aggregate exercise price of $3,905,540, within one business day after the
date on which the Company registers the issuance to RGC of the new warrant
described below (together with the shares of the Company's common stock
underlying the new warrant). In consideration for the exercise by RGC of the
Investment Options, the Company also agreed to issue to RGC a warrant to
purchase 472,254 shares of the Company's common stock at an exercise price of
$13.345 per share. The new warrant will expire five years from the date of
issuance.

                                   SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            CyberCash, Inc.

                                                /s/ DENNIS N. CAVENDER
                                                -----------------------------
November 18, 1999                           By: Dennis N. Cavender
                                                Chief Financial Officer



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