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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 10, 1999
ESOFT, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 00-23527 84-0938960
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
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295 INTERLOCKEN BOULEVARD, SUITE 500
BROOMFIELD, COLORADO 80021
(303) 444-1600
(Address and Telephone Number of Registrant's Principal Executive Office)
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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2.1 Amended and Restated Agreement and Plan Merger dated January 25,
1999 between eSoft, Inc., eSoft Acquisition Corporation and Apexx
Technology, Inc. (filed with Registration Statement on Form S-4/A on
April 20, 1999 and incorporated herein by reference).
2.2 Form of Stockholders Agreement executed by Apexx Technology, Inc.
stockholders in connection with the merger (filed with Registration
Statement on Form S-4 on April 20, 1999 and incorporated herein by
reference).
2.3 Form of Escrow Agreement executed by eSoft, Inc. Thomas
Loutzenheiser and The Trust Company of The Bank of Montreal (filed
with Registration Statement on Form S-4/A on April 20, 1999 and
incorporated herein by reference).
2.5 Employment Agreement by and between eSoft, Inc. and Thomas
Loutzenheiser (filed with Registration Statement on Form S-4/A on
April 20, 1999 and incorporated herein by reference).
9.1 Voting Agreement by and between eSoft, Inc and Tom Loutzenheiser,
Gayl Loutzenheiser and David Dahms (filed with Registration
Statement on Form S-4/A on April 20, 1999 and incorporated herein by
reference).
9.2 Voting Agreement by and between eSoft, Inc and Albert Youngwerth,
Heather Youngwerth, Lawrence Lynch, George Minow, Chris Minow,
William Rivers, Ray Jenks (filed with Registration Statement on Form
S-4/A on April 20, 1999 and incorporated herein by reference).
23.1* Consent of BDO Seidman, LLP
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* Filed herewith
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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.
eSoft, Inc.
Date: December 13, 1999 By: /s/ Jeffrey Finn
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Name: Jeffrey Finn
Title: President and Chief Executive
Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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2.1 Amended and Restated Agreement and Plan Merger dated January 25,
1999 between eSoft, Inc., eSoft Acquisition Corporation and Apexx
Technology, Inc. (filed with Registration Statement on Form S-4/A on
April 20, 1999 and incorporated herein by reference).
2.2 Form of Stockholders Agreement executed by Apexx Technology, Inc.
stockholders in connection with the merger (filed with Registration
Statement on Form S-4/A on April 20, 1999 and incorporated herein by
reference).
2.3 Form of Escrow Agreement executed by eSoft, Inc. Thomas
Loutzenheiser and The Trust Company of The Bank of Montreal (filed
with Registration Statement on Form S-4/A on April 20, 1999 and
incorporated herein by reference).
2.5 Employment Agreement by and between eSoft, Inc. and Thomas
Loutzenheiser (filed with Registration Statement on Form S-4/A on
April 20, 1999 and incorporated herein by reference).
9.1 Voting Agreement by and between eSoft, Inc and Tom Loutzenheiser,
Gayl Loutzenheiser and David Dahms (filed with Registration
Statement on Form S-4/A on April 20, 1999 and incorporated herein by
reference).
9.2 Voting Agreement by and between eSoft, Inc and Albert Youngwerth,
Heather Youngwerth, Lawrence Lynch, George Minow, Chris Minow,
William Rivers, Ray Jenks (filed with Registration Statement on Form
S-4/A on April 20, 1999 and incorporated herein by reference).
23.1* Consent of BDO Seidman, LLP
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* Filed herewith
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Exhibit 23.2
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
eSoft, Inc.
Broomfield, Colorado
We hereby consent to the incorporation by reference in the previously filed
Registration Statements on Form S-3 (Registration # 333-82619, # 333-82247,
# 333-91705 and # 333-89401) and Form S-8 (Registration # 333-80151, # 333-91161
and # 333-91163) of eSoft, Inc. of our report dated November 17, 1999 relating
to the consolidated financial statements of eSoft, Inc. appearing in the
Company's Form 8-K dated November 24, 1999.
/s/ BDO SEIDMAN, LLP
Denver, Colorado
November 24, 1999
