<PAGE>
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
Date of Report (Date of earliest event reported): August 2, 2000
eSOFT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 00-23527 84-0938960
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
295 INTERLOCKEN BOULEVARD, SUITE 500
BROOMFIELD, COLORADO 80021
(303) 444-1600
(Address and Telephone Number of Registrant's Principal Executive Office)
<PAGE>
ITEM 5. OTHER EVENTS
Pursuant to that certain Stock and Warrant Purchase and Investor Rights
Agreement (the "Agreement") dated April 26, 2000 between eSoft, Inc. ("eSoft")
and Gateway Companies, Inc. ("Gateway"), Gateway purchased a total of 1,281,591
shares of eSoft common stock at a per share purchase price of $19.507 per share.
Gateway paid one-half ($12.5 million) of the purchase price on April 27, 2000,
and was obligated to pay to eSoft the remaining half of the purchase price (an
additional $12.5 million) on July 25, 2000. As of August 2, 2000, Gateway had
not made this payment to eSoft. A stock certificate for 640,795 shares, or
approximately one-half of the shares purchased by Gateway, is currently being
held in escrow by Norwest Bank Colorado National Association and cannot be
released by the escrow agent without eSoft's consent. In addition, eSoft is
currently in possession of an irrevocable proxy executed by Gateway giving eSoft
the power to vote the 640,795 shares of eSoft common stock held in escrow.
eSoft has been in discussions with Gateway regarding the timing and terms
of the $12.5 million deferred purchase price, but has not come to any resolution
with Gateway regarding this matter. eSoft is continuing to pursue discussions
with Gateway, but no assurance can be given regarding the likely outcome of
these discussions. eSoft is also considering what specific actions it will take
with respect to the Gateway payment obligation, which may include the pursuit of
legal remedies.
<PAGE>
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: August 3, 2000 By: /s/ Jeffrey Finn
------------------------------
Name: Jeffrey Finn
Title: President and Chief Executive Officer
