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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 11, 1996
DIGITAL VIDEO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-28472 77-0333728
(Commission File Number) (I.R.S. Employer Identification No.)
2710 Walsh Avenue
Santa Clara, California 95051 95051
(Address of principal executive offices) (Zip Code)
(408) 748-2100
Registrant's telephone number, including area code
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Item 5. Other Events
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On July 24, 1996, Digital Video Systems, Inc. (the "Registrant") announced that
it was calling for a redemption of all of its outstanding Class A Warrants and
offering new exercise terms for holders of Class A Warrants who elected to
exercise their Class A Warrants prior to the date of redemption.
On July 25, 1996, the Registrant announced the withdrawal of its previously
announced call for redemption of Class A Warrants and its offer to permit
holders of Class A Warrants to exercise them upon revised terms prior to the
date of redemption.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
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The exhibits listed below are filed as part of this Current Report.
Exhibit No. Description of Exhibit
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99.1 Press Release of Registrant dated July 24, 1996.
99.2 Press Release of Registrant dated July 25, 1996.
2.
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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.
DIGITAL VIDEO SYSTEMS, INC.
Date: August 11, 1996 By: /s/ Janis Gemignani
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Janis Gemignani
Chief Financial Officer
3.
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EXHIBIT INDEX
The exhibits listed below are filed as part of this Current Report.
Exhibit No. Description of Exhibit Page
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99.1 Press Release of Registrant dated July 24, 1996.
99.2 Press Release of Registrant dated July 25, 1996.
4.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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DIGITAL VIDEO SYSTEMS ANNOUNCES CLASS A WARRANT
REDEMPTION AND NEW EXERCISE TERMS
Santa Clara, Calif., July 24, 1996--Digital Video Systems Inc. (DVS) (Nasdaq:
DVID) announced today that it is calling for redemption all of its outstanding
Class A warrants and that it is offering new exercise terms for holders who
elect to exercise their Class A Warrants prior to the redemption.
The Class A Warrants provide for the issuance of one share of DVS Common
Stock and one DVS Class B Warrant at an exercise price of $6.50 per Class A
Warrant. However, under the new terms being offered by DVS in its Exercise
Offer, each holder of Class A Warrants (including holders who received their
Class A Warrants in exchange for warrants issued in the Company's prior private
placement) will have two alternative exercise options from which they may
select. These alternatives provide for DVS either (i) to reduce the exercise
price of the Class A Warrants to $6.00 and issue one share of Common Stock and
1.3 Class B Warrants or (ii) to reduce the exercise price of the Class A
Warrants to $3.00 and issue 2/3 of a share of Common Stock and one Class B
Warrant for each Class A Warrant exercised. The exercise offer will expire on
Thursday, August 29, 1996, at 5:00 P.M., New York City time, unless extended by
DVS. Withdrawal rights for holders who exercise will also expire at 5:00 P.M.,
New York City time, on Thursday, August 29, 1996.
Under the terms of the Class A Warrants, these warrants are subject to
immediate redemption by DVS on at least 30 days' notice if the average closing
bid price of the Common Stock for 30 consecutive trading days ending within 15
days of the date on which the notice of redemption is given exceeds $9.10 per
share. This condition has been satisfied, and DVS will redeem for $.05 per
warrant any Class A Warrants not exercised in the Exercise Offer on the next
business day following expiration of the Exercise Offer, or as soon thereafter
as possible.
Digital Video Systems Inc. is a leading developer and manufacturer of
digital video products for the entertainment, business and education markets.
DVS was founded in 1992 by Dr. Edmund Sun, founder of C-Cube Microsystems and
Weitek Corp. The company's product line addresses multiple applications for
digital video such as VideoCD players, network video systems and high
performance encoding products. For more information please contact Digital Video
Systems, 2710 Walsh Ave., Santa Clara, Calif. 95051. Telephone: (408) 748-2100.
Fax: (408) 727-1888. E-Mail: [email protected]. World Wide Web:
http://www.dvsystems.com.
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Contacts: Matthew Bell Janis Gemignani
Pacifico, Inc. Digital Video Systems, Inc.
(408) 293-8600 (408) 748-2100
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EXHIBIT 99.2
DRAFT-NOT FOR RELEASE
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DIGITAL VIDEO SYSTEMS TO WITHDRAW CLASS A WARRANT
REDEMPTION AND VOLUNTARY EXERCISE OFFER
SANTA CLARA, Calif., July 25, 1996--Digital Video Systems Inc. (DVS)
(Nasdaq:DVID) reported today that it was withdrawing, effective immediately, its
previously announced call for redemption of the Company's Class A Warrants and
its offer to permit holders of these Warrants to exercise them upon revised
terms prior to the date of redemption. DVS said its decision was based upon
current adverse stock market conditions. As a result of the Company's withdrawal
of the call for redemption and revised exercise offer, the Company's Class A
Warrants will continue to be exercisable under their original terms, which
provide for the issuance of one share of the Company's common stock and one
redeemable Class B Warrant for each Class Warrant at an exercise price of $6.50.
The Class A Warrants are exercisable at any time prior to May 9, 2001 and will
continue to be subject to redemption by the Company in the future under their
original terms should the Company's common stock satisfy certain trading level
conditions.
Digital Video Systems Inc. is a leading developer and manufacturer of
digital video products for the entertainment, business and education markets.
DVS was founded in 1992 by Dr. Edmund Sun, founder of C-Cube Microsystems and
Weitek Corp. The company's product line addresses multiple applications for
digital video such as VideoCD players, network video systems and high
performance encoding products. For more information please contact Digital Video
Systems, 2710 Walsh Ave., Santa Clara, Calif. 95051. Telephone: (408) 748-2100.
Fax: (408) 727-1888. E-Mail: [email protected]. World Wide Web:
http://www.dvsystems.com.
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Contacts: Matthew Bell Janis Gemignani
Pacifico, Inc. Digital Video Systems, Inc.
(408) 293-8600 (408) 748-2100
