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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 18, 1998
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SOFTWARE.NET CORPORATION
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 000-24457 94-3212136
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
1195 West Fremont Avenue, Sunnyvale, California 94087
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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Registrant's telephone number, including area code: (408) 616-4200
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
ITEM 5. OTHER EVENTS
On November 18, 1998, software.net Corporation, a Delaware corporation
doing business as Beyond.com (the "Company"), announced that it agreed to sell
$55,000,000 of Convertible Subordinated Notes due December 1, 2003 (the "Notes")
in a private offering to certain qualified institutional buyers. The Company
stated that the Notes will bear interest at a rate of 7.25 percent per annum, be
convertible into common stock of the Company at $18.34 per share and have a
five-year term.
The Notes are estimated to result in gross proceeds to the Company of
approximately $52.8 million (excluding any proceeds from the initial purchasers'
over-allotment option to purchase up to an additional $8.25 million of Notes).
The Notes are expected to be traded under Rule 144A in the United States on the
PORTAL Market.
The Company stated that it intends to use a substantial portion of the net
proceeds for sales and marketing expenses, including to pay for a portion of its
obligations to its strategic marketing partners, and for broadcast and other
marketing and sales campaigns designed to build its customer base and brand
name.
The Notes will not be registered under the Securities Act of 1933, as
amended, or under applicable state securities laws, and may not be offered or
sold in the United States absent registration under the Securities Act and
applicable state securities laws or available exemptions from the registration
requirements.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibit
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99.1 Press Release, dated November 18, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SOFTWARE.NET CORPORATION
(Registrant)
Dated: November 30, 1998 By: /s/ Mark L. Breier
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Name: Mark L. Breier
Title: President and
Chief Executive Officer
Dated: November 30, 1998 By: /s/ Michael J. Praisner
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Name: Michael J. Praisner
Title: Vice President, Finance
& Administration and
Chief Financial Officer
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Exhibit No. Description
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99.1 Press Release, dated November 18, 1998
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EXHIBIT 99.1
(BW)(BEYOND.COM)(BYND) Beyond.com Announces Private Placement of 7.25%
Convertible Subordinated Notes
Business Editors & High Tech Writers
SUNNYVALE, Calif.--(BUSINESS WIRE)--Nov. 18, 1998--Beyond.com
(Nasdaq:BYND), a Delaware corporation incorporated as software.net Corporation,
announced today that it has agreed to sell $55,000,000 of convertible
subordinated notes due Dec. 1, 2003 in a private offering to certain qualified
institutional buyers.
The transaction is expected to close on Nov. 23, 1998, subject to
customary closing conditions. The notes bear interest at a rate of 7.25 percent
per annum, will be convertible into common stock of the company at $18.34 per
share and will have a five-year term.
The notes are estimated to result in gross proceeds to the company of
approximately $52.8 million (excluding any proceeds from the initial purchasers'
over-allotment option to purchase up to an additional $8.25 million of notes).
The notes are expected to be traded under Rule 144A in the United States on the
PORTAL Market.
The company stated that it intends to use a substantial portion of the
net proceeds for sales and marketing expenses, including to pay for a portion of
its obligations to its strategic marketing partners. The company also
anticipates continuing to expend substantial resources on broadcast and other
marketing and sales campaigns in order to build its customer base and brand
name.
The notes will not be registered under the Securities Act of 1933, as
amended, or under applicable state securities laws, and may not be offered or
sold in the United States absent registration under the Securities Act and
applicable state securities laws or available exemptions from the registration
requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any security, including but not limited to the
notes.
CONTACT: Beyond.com
Michael Praisner, 408/616-4200
[email protected]
or
Laura Dayton, 408/616-4328
[email protected]
