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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 30, 1998
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Date of Report
(Date of Earliest Event Reported)
eSoft, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 84-0938960
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(State or other jurisdiction of I.R.S. Employer I. D. Number
incorporation or organization)
5335 Sterling Dr., Suite C Boulder, Colorado 80301
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (303) 444-1600
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On March 16, 1998 the Registrant completed its Initial Public Offering
(IPO), on the Vancouver Stock Exchange, of 1,550,000 shares of its common stock
at a price of US $1.00 per share for a total offering of US $1,550,000. The
offering was underwritten by C.M. Oliver & Company Ltd.(The "Agent") and was
made pursuant to the requirements of Regulation S under the Securities Act of
1933 (The "Act") to non US Persons. The shares offered were therefore exempt
from registration under the Act. The net cash proceeds to the Registrant from
the Canadian Offering were approximately US $1,158,250 after payment of US
$116,750 commissions to the Agent (7.5% of the offering price) and the payment
of other expenses of the offering, estimated at US $350,000, of which US $75,000
was evidenced by a promissory note that was paid, pursuant to the Registrant's
option, by the issuance of shares of common stock valued at $1.00 per share.
The net cash proceeds to the Company from the Canadian Offering are
proposed to be used as follows (in US Dollars):
<TABLE>
<S> <C>
Capital Equipment Purchases $ 196,000
Research and Development 214,000
Sales and Distribution Channel Development 340,000
Working Capital(1) $ 408,250
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Total $1,158,250
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</TABLE>
(1) Salaries for planned additional sales and marketing and administrative
personnel, planned at approximately $412,000 over the next 12 months, will
be paid from working capital, partially contributed by proceeds of the
offering.
In the event that the proceeds of the offering, together with cash flow from
operations, if any, is insufficient to meet all of the expenses to which the
proceeds have been allocated, the Company will be required to re-evaluate its
planned expenditures and allocate its total resources in such manner as the
Board of Directors and management deems to be in the best interest of the
Company. Moreover, the Board of Directors and Management may, for business
reasons, reallocate funds among these or other uses in order to achieve the
Company's operating objectives.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
eSoft, Inc.
Date: March 30, 1998 By: /s/ Regis Frank
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Regis Frank
President and COO
