ESOFT INC
8-K, EX-99.1, 2000-09-25
PREPACKAGED SOFTWARE
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                                            Media Contact: Dan Snyders
                                                           GD&A
                                                           303-623-2838
                                                           [email protected]
FOR IMMEDIATE RELEASE                                      720-231-9990 (Mobile)
September 25, 2000
                                                           Nina Piccinini
                                                           eSoft Inc.
                                                           303-444-1600 ext 3255
                                                           [email protected]


                     eSOFT AND GATEWAY TRANSACTION COMPLETED

BROOMFIELD, COLO. -- eSoft Inc. (NASDAQ: ESFT), the company that provides
enhanced broadband solutions for small-to medium-sized enterprise markets,
announced today that it has completed the Gateway investment transaction. As
part of the transaction, eSoft has received $12.5 million from Gateway, and
eSoft has purchased 30,000 shares of the Gateway common stock for $3 million.

Under terms of the agreement, Gateway has provided eSoft with a $12.5 million,
four year subordinated loan that is convertible into eSoft common stock. The
conversion is at the fair market price of eSoft's common stock with a minimum
conversion price of $11 per share and a maximum conversion price of $19.507 per
share. This capital infusion amends and supercedes the second tranche investment
of the original stock purchase agreement between eSoft and Gateway. In addition,
eSoft has purchased 30,000 shares of Gateway common stock for $3 million. The
companies also agreed to restructure Gateway's warrant to purchase 600,000
shares of eSoft common stock to provide for revised performance targets and an
exercise price of $11 per share.

                                     -MORE-

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eSOFT AND GATEWAY TRANSACTION COMPLETED
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ABOUT eSOFT INC.

eSoft Inc. was founded in 1984 with headquarters in Broomfield, Colo. eSoft
provides a flexible, customizable and expandable product suite, enabling rapid
delivery of enhanced broadband solutions for the small- to medium- sized
enterprise market. eSoft's family of products provides businesses with basic
Internet applications, managed services and business-to-business solutions.
Contact eSoft at 295 Interlocken Blvd., #500, Broomfield, Colo., 80021, USA;
303-444-1600 phone; 303-444-1640 fax; www.esoft.com.

                                      # # #

eSoft is a trademark of eSoft, Inc. Gateway is a registered trademark of Gateway
Inc. All other brand and product names may be trademarks of the respective
companies with which they are associated.

This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements often can
be identified by the use of terms such as "may," "will," "expect," "believe,"
"project," "estimate" or words of similar meaning. Readers should not place
undue reliance on these forward-looking statements, and eSoft will not
necessarily update these statements to reflect subsequent developments. In
addition, these forward-looking statements are subject to risks, uncertainties
and important factors that may cause actual results to differ materially from
those anticipated. These factors include adverse economic conditions, entry of
new and stronger competitors, inadequate capital, unexpected costs, failure to
gain product approval in foreign countries, failure to capitalize upon access to
new markets, the possibility that a competitor will develop a more comprehensive
or less expensive solution and delays in the market awareness of eSoft and its
products. Readers should review these factors and others, which are discussed in
reports that eSoft files with the Securities and Exchange Commission.


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