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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): May 8, 2000
CUSEEME NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21415 04-3151064
(State or other jurisdiction (Commission (IRS employer
of incoporation) file number) identification no.)
542 AMHERST STREET, NASHUA, NEW HAMPSHIRE 03063
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (603) 886-9050
WHITE PINE SOFTWARE, INC.
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 3, 2000, the Board of Directors of White Pine Software, Inc.
(the "Company") approved the merger of its wholly owned subsidiary, CUseeMe
Networks, Inc. ("CUSM"), with and into the Company (the "Merger") and the
change of the Company's corporate name to CUseeMe Networks, Inc. On May 8,
2000, the Company filed a Certificate of Ownership and Merger with respect to
the Merger with the office of the Secretary of State of the State of
Delaware, a copy of which is filed as Exhibit 2.1 to this Current Report on
Form 8-K, which effected the name change.
On May 8, 2000, the Company issued a press release relating to the
change of the Company's corporate name. The full text of the Company's press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Commencing on May 15, 2000, the Company's Common Stock, which is
currently trading on the Nasdaq National Market under the symbol "WPNE," will be
traded under the new symbol "CUSM."
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit No. Description
2.1 Certificate of Ownership and Merger merging CUseeMe
Networks, Inc. into White Pine Software, Inc., as filed
with the Secretary of State of the State of Delaware on
May 8, 2000
4.1 Specimen Certificate for shares of Common Stock, $.01 par
value of the Registrant
99.1 Press Release dated May 8, 2000 announcing the change of
the corporate name of the Company to CUseeMe Networks,
Inc.
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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.
CUSEEME NETWORKS, INC.
Date: May 9, 2000 By: /s/ Christine J. Cox
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Christine J. Cox
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
2.1 Certificate of Ownership and Merger merging CUseeMe
Networks, Inc. into White Pine Software, Inc., as filed
with the Secretary of State of the State of Delaware on
May 8, 2000
4.1 Specimen Certificate for shares of Common Stock, $.01 par
value of the Registrant
99.1 Press Release dated May 8, 2000 announcing the change of
the corporate name of the Company to CUseeMe Networks,
Inc.
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EXHIBIT 2.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CUSEEME NETWORKS, INC.
INTO
WHITE PINE SOFTWARE, INC.
Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, White Pine Software, Inc. (the "Corporation") hereby certifies:
FIRST: That the Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of
the capital stock of CUseeMe Networks, Inc., a corporation incorporated pursuant
to the General Corporation Law of the State of Delaware (the "Subsidiary").
THIRD: That the Corporation, by the following resolutions of its
Board of Directors, duly adopted by unanimous written consent on May 3, 2000,
determined to merge the Subsidiary into the Corporation and to change the
corporate name of the Corporation to "CUseeMe Networks, Inc." on the conditions
set forth in such resolutions:
RESOLVED: That the Corporation shall merge into itself its wholly
owned subsidiary, CUseeMe Networks, Inc., a Delaware
corporation (the "Subsidiary"), and shall assume all of
the Subsidiary's liabilities and obligations (the
"Merger"); and that upon the effectiveness of the
Merger, the Corporation's corporate name shall be
changed to "CUseeMe Networks, Inc."
RESOLVED: That the President and Chief Executive Officer and the
Chief Financial Officer and Vice President of Finance of
the Corporation (the "Authorized Officers") are jointly
and severally authorized and directed to prepare,
execute and file with the Secretary of State of the
State of Delaware a Certificate of Ownership and Merger
setting forth a copy of the preceding resolution and
this resolution, the filing thereof to be conclusive
evidence of the authorization thereof by the Board of
Directors of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Ownership and Merger to be signed by its
Chief Executive Officer and President as of May 8, 2000.
WHITE PINE SOFTWARE, INC.
By: /s/ Killko A. Caballero
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Killko A. Caballero
Chief Executive Officer and President
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EXHIBIT 4.1
Engraved specimen stock certificate bearing the following text:
[Obverse of Certificate]
[Graphic: Company name with dots attaching "CUseeMe" to "Networks"]
CUSEEME NETWORKS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NUMBER CUSIP 231629 10 6
SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
is the owner of
fully paid and non-assessable shares of the COMMON STOCK, par value $.01 per
share, of
CUseeMe Networks, Inc.
(the "Corporation") transferable on the books of the Corporation in person or by
duly authorized attorney upon surrender of this Certificate properly endorsed or
assigned.
This Certificate and the shares represented hereby are issued and held
subject to the laws of the State of Delaware, the Certificate of Incorporation
of and the By-Laws of the Corporation, each as now in effect or hereafter
amended.
This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and sealed
with the facsimile seal of the Corporation.
Dated:
[Corporate seal bearing text:] CUseeMe Networks, INC. - 1992 - Delaware - *
/s/ Christine J. Cox /s/ Killko A. Caballero
Treasurer President
COUNTERSIGNED AND REGISTERED:
Fleet National Bank
TRANSFER AGENT AND REGISTRAR
By
Authorized signature
[Reverse of Certificate]
CUSEEME NETWORKS, INC.
THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS AND SERIES OF STOCK.
THE CORPORATION WILL FURNISH TO THE HOLDER UPON WRITTEN REQUEST WITHOUT CHARGE A
STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
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RIGHTS.
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
COM PROP - as community property
UNIF GIFT MIN ACT - _____________ Custodian ________________
(Cust) (Minor)
under Uniform Gifts to Minors
Act _____________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, __________ hereby sell(s), assign(s), and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE [Box]
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
______________ Shares of the common stock represented by the within Certificate,
and do(es) hereby irrevocably constitute and appoint _________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated,
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
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Exhibit 99.1
White Pine Software Changes Its Name to CUseeMe Networks
New Name Reflects the Company's Leading Brand, New Application Services
Business, and 100 Percent Focus on Providing Internet Communications to B2C and
B2B Markets
NASHUA, N.H.--(BUSINESS WIRE)--May 8, 2000-- White Pine Software, Inc. announced
today that it has changed its name to CUseeMe Networks (NASDAQ: CUSM(a)) and
will trade under its new NASDAQ symbol, CUSM, by May 15th. CUseeMe Networks is
the world's leading provider of voice and visual communications solutions for
the Internet. The new name, based on White Pine's leading brand, CUseeMe, was
chosen to align the company's branding with its vision and focus for the future.
The CUseeMe Networks name also reflects the launch of a new value-added hosting
business that will serve both business-to-consumer (B2C) and
business-to-business (B2B) markets, and it recognizes the continued success of
the company's consumer videochat and corporate videoconferencing software.
CUseeMe Networks is now 100 percent focused on its Internet communications
strategy.
"The Internet has become a dynamic communications vehicle and we're beginning to
experience the next phase of its evolution, which is the addition of live,
interactive voice and video into our everyday communications," said Killko
Caballero, president and CEO of the newly named CUseeMe Networks. "Now, building
on the incredibly strong CUseeMe brand, CUseeMe Networks is the company that is
going to enable millions of people to experience this type of communications,
fundamentally changing the way we relate to each other on the Internet. With
online communities, the addition of real-time, face-to-face communications helps
members feel a sense of belonging and ownership. In e-commerce transactions,
seeing a face while purchasing or asking a question provides the customer with a
sense of security and satisfaction. The added value of being able to see and
hear the people we are communicating with will transform every Internet
communications experience we have, whether it is business or personal."
CUseeMe Networks offers a full range of voice and visual communications
solutions and services for both B2C and B2B markets as well as consumers. The
company has identified three focus areas for its organization: CUseeMe Software,
encompassing its award-winning software products; CUseeMe Services, a new
hosting business and the industry's first V(2)ASP (Voice and Visual Applications
Service Provider); and CUseeMe World, a consumer portal and showcase site for
the company. With its range of offerings, CUseeMe Networks is uniquely
positioned to provide customers with a choice of applications and the ability to
deploy them in a way that best suits each customer's environment.
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"With the increased availability of broadband Internet access and the mass
adoption of interactive communications applications such as chat and instant
messaging, two very important cornerstones are in place for realtime voice and
visual communications to take off," said Christine Perey, Principal Analyst
Perey Research & Consulting. "CUseeMe Networks blends years of experience with
core technology, partnerships, brand equity and innovation to weave together the
application and the infrastructure layers into a turn-key hosted service. This
new services business has the potential to break down traditional acceptance
barriers and accelerate the adoption of visual communications and collaboration
for both business users and consumers."
The CUseeMe Difference
CUseeMe Networks leads the industry with award-winning voice and visual
communications solutions for the Internet and other IP-based networks. Its
MeetingPoint(TM) conference server has 80 percent of the market share for
software-based IP group videoconferencing, as well as an established customer
base of corporate, government, and Internet accounts worldwide including the
U.S. Army, Belgacom, EVC, FVC.com, GTE, NASA, OneNet, Sonera, and Telia. Its
CUseeMe(R) client software has been the de facto standard for group videochat
and videoconferencing since its inception, and is used by over three million
people.
The recent introduction of CUseeMe Web combines these client/server technologies
and enables visual communications to be integrated seamlessly into a standard
web interface, making live, interactive voice and video available to anyone with
an Internet connection. CUseeMe Networks has also expanded its communications
platforms through strategic partnerships with industry leaders such as Ericsson,
Novell, and FaceTime Communications.
Company Milestones
- -- 1995 - White Pine Software licensed CUseeMe technology from a research group
at Cornell University and began developing the first generation of its
multimedia Internet communications solutions
- -- 1996 - company went public and became the leading IP-based videoconferencing
vendor
- -- 1997 - introduced MeetingPoint, the first standards-based group conferencing
server
- -- 1998 - made significant investments in core communications technologies
including the acquisition of the CUseeMe license and brand from Cornell
- -- 1999 - introduced ground-breaking CUseeMe Web technology and created a family
of application solutions for Internet portals, community sites and e-businesses
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- -- January 2000 - received $20 million investment from GE Capital and other
investors, which was used in part to build infrastructure for the launch of a
new services business
- -- February 2000 - sold White Pine Software's connectivity business and
solidified the company's focus on Internet communications solutions
- -- April 2000 - announced seventh consecutive growth quarter for revenue for
Q1 2000
- -- May 2000 - became CUseeMe Networks to leverage equity in the CUseeMe brand
About CUseeMe Networks
CUseeMe Networks puts e-businesses and consumers face-to-face by developing and
hosting innovative solutions for interactive voice and visual communications
over the Internet. The company's groundbreaking CUseeMe Web technology enables
live audio, video, and collaboration capabilities to be embedded in a standard
web page for applications such as visual instant messaging, Internet videochat,
face-to-face e-commerce, and dynamic web-based conferencing. Information about
CUseeMe Networks can be found on the web at http://www.cuseeme.com; visitors can
experience voice and visual communications online at CUseeMe Networks' showcase
web site http://www.cuseemeworld.com.
(a) The new NASDAQ stock symbol, CUSM, will be in effect May 15th. Until then
the company will be traded under the existing White Pine Software symbol, WPNE.
All trademarks are recognized.
Contact:
Tanya Prather Meredith Bagnulo
White Pine Software Merritt Group
603.886.9050 ext 359 703.556.6300 ext. 122
[email protected] [email protected]
