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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
JUNE 26, 1998
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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FIRST VIRTUAL HOLDINGS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 000-21751 33-0612860
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
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11975 EL CAMINO REAL, SUITE 300
SAN DIEGO, CALIFORNIA 92130-2543
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(619) 793-2700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On June 25, 1998, First Virtual Holdings Incorporated (the "Company")
issued a press release announcing the closing of the previously announced
investment in the Company by SOFTBANK Holdings, Inc. and certain of its
affiliates. After giving effect to the closing of the SOFTBANK investment and
related transactions on a pro forma basis, as of May 31, 1998 the Company had
$7,194,953 in cash and cash equivalents and $6,652,070 in stockholders equity.
As a result, the Company has complied with the capital requirements for
continued listing of its Common Stock on the Nasdaq National Market.
The financial information referenced in the preceding paragraph is
unaudited and does not take into account any transactions or operating results
after May 31, 1998. There can be no assurance that the Company's balance sheet
as of June 30, 1998, (to be filed with the Securities and Exchange Commission in
the Company's Form 10-Q for the quarter then ending) will not be materially
different from the information presented in the pro forma condensed balance
sheet, since the Company expects to incur a net loss during June 1998.
This information is provided solely for the purpose of complying with the
requirements delineated by Nasdaq. This information is not intended to be used
by the investing public.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following financial statements and exhibits are filed as part of this
report:
(a) Financial statements of the registrant:
None.
(b) Exhibits in accordance with Item 601 of Regulation S-K:
Exhibits.
Exhibit Number Description
99.1 Press Release Dated June 25, 1998.
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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.
FIRST VIRTUAL HOLDINGS INCORPORATED
By: /s/ KEITH S. KENDRICK
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Keith S. Kendrick
President
Dated: November 3, 1998
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release Dated June 25, 1998.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
For more information, contact:
First Virtual Holdings Incorporated
Beth Mayfield, Director of Corporate Affairs
(619) 350-3507, [email protected]
FIRST VIRTUAL HOLDINGS COMPLETES SOFTBANK INVESTMENT AND ELECTS NEW DIRECTORS
SAN DIEGO, Calif., June 25, 1998 -- First Virtual Holdings Inc. (NASDAQ:
FVHI), a leader in advanced messaging systems for Internet commerce, today
announced the closing of the previously announced investment in the Company by
SOFTBANK Holdings Inc. and SOFTBANK Technology Ventures IV, L.P. (together,
"SOFTBANK"). SOFTBANK is investing approximately $6.6 million in the Company,
and is purchasing approximately $5.8 million in First Virtual securities from
existing securities holders.
In a subsequent transaction, E*TRADE Group, Inc. has purchased from
SOFTBANK 833,333 shares of the Company's common stock at a total purchase price
of $500,000, or $0.60 per share. After giving effect to SOFTBANK'S purchase and
the sale to E*TRADE Group, Inc., SOFTBANK owns approximately 18.5 million shares
of the Company's outstanding common stock and has the ability to designate a
majority of the members of the Company's Board of Directors.
The Company's stockholders approved the SOFTBANK transaction at the
Company's Annual Meeting of Stockholders on June 23, 1998. Stockholders also
elected a new slate of directors, including Ronald D. Fisher (Vice Chairman,
SOFTBANK Holdings), Gary E. Rieschel (Senior Managing Director, SOFTBANK
Technology Ventures), Bradley A. Feld (Managing Director, SOFTBANK Technology
Ventures), Lee H. Stein (Founder of First Virtual), and Pamela H. Patsley (CEO
and President, Paymentech, Inc.). The Board of Directors elected Mr. Fisher and
Mr. Feld as Co-Chairmen of the Board.
A by-product of the investment is a considerably simplified capital
structure. The Company now has only one class of outstanding stock and
significantly reduced debt.
"All of us at First Virtual Holdings are tremendously excited to be joining
the SOFTBANK team. This additional capital and our efforts to reduce operating
costs puts First Virtual in a strong position to move forward with our vision of
interactive messaging," said Keith S. Kendrick, President of First Virtual. "We
look forward to working with the new Board of Directors to create value for all
of our stockholders."
Bradley Feld commented, "SOFTBANK and its portfolio companies are the
leading providers of infrastructure services to the digital information industry
worldwide. Interactive messaging and other electronic mail services are becoming
a critical aspect of that infrastructure. Our investment in First Virtual
Holdings is an important step in realizing our vision of e-mail as a central
element of the digital economy."
Founded in 1994, First Virtual Holdings Incorporated is a leader in
advanced messaging systems for Internet commerce. The company pioneered secure
online payment systems and now focuses on supplying an integrated system for
relationship-based transactive messaging using standard e-mail. First Virtual
maintains its headquarters in San Diego as well as a data center in Dallas.
SOFTBANK Holdings, Inc. is the holding company for all of SOFTBANK
Corporation's U.S.-based activities. Its major operating companies include
Ziff-Davis, Kingston Technology Company, SOFTBANK Services Group, SOFTBANK
Content Services, and UT Starcom. SOFTBANK is the largest stockholder of Yahoo!
Inc.
A leading branded provider of online investing services, E*TRADE has
established a popular destination Web site for self-directed investors. The
company offers independent investors the convenience and control of automated
stock, options, and mutual funds order placement at low commission rates, along
with a suite of value-added products and services that can be personalized,
including portfolio tracking, Java-based charting
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and quote applications, real-time market commentary and analysis, news, and
other information services. Customers can access E*TRADE at
http://www.etrade.com on the Internet as well as through WebTV; via Prodigy; via
AT&T Worldnet; via Microsoft Investor; by GO ETRADE on CompuServe; with the
keyword ETRADE on America Online; via personal digital assistant; and via the
TELE*MASTER interactive telephone system. E*TRADE Securities, Inc., and its
parent company E*TRADE Group, Inc., are headquartered in Palo Alto, California.
E*TRADE is a registered trademark of the Company. TELE*MASTER is a
trademark of E*TRADE Securities, Inc. All other trademarks are properties of
their respective owners. The statements contained in this news release that are
forward-looking are based on current expectations that are subject to a number
of uncertainties and risks, and actual results may differ materially.
The uncertainties and risks include, but are not limited to, changes in
market activity, seasonality, the development of new products and services, the
enhancement of existing products and services, competitive pressures, system
failures, economic and political conditions, changes in consumer behavior, and
the introduction of competing products having technological and/or other
advantages. Further information about these matters can be found in the
information included in the annual report filed by the Company with the SEC on
Form 10-K and quarterly reports on Form 10-Q.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act.
With the exception of the historical information contained in this release, the
matters described herein contain forward-looking statements that involve risk
and uncertainties. These risk factors include, but are not limited to, the
impact of competitive products and pricing, governmental regulations, financial
projections, technological difficulties and/or other factors outside the control
of the company, which are detailed from time to time in the company's SEC
reports, including the report on Form 10-K for the year ended December 31, 1997.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The company undertakes no
obligation to release publicly the result of any revisions to these forward-
looking statements that may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events. First Virtual
Holdings Inc. 11975 El Camino Real, Suite 300, San Diego, California 92130. Tel:
619/793-2700; Fax: 619/793-2950; e-mail: [email protected]; website:
www.firstvirtual.com; effective June 29, 1998 First Virtual's new address will
be: 4104 Sorrento Valley Blvd., Suite 200, San Diego, CA 92121. Tel:
619/410-3700; Fax: 619/410/3701.
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