<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) October 31, 2000
_______________________________
PILOT NETWORK SERVICES, INC.
_______________________________________________________________________________
(Exact name of registrant as specified in Charter)
Delaware 000-24507 94-3305774
_____________________________ __________________________ __________________
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1080 Marina Village Parkway, Alameda, California 94501
_______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(510) 433-7800
____________________________
None
_______________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
On October 31, 2000, Pilot Network Services, Inc. (the "Company") issued a
press release announcing: (i) the Company's financial results for the fiscal
quarter ended September 30, 2000; (ii) the results of a formal review undertaken
by the Audit Committee of the Company's Board of Directors into the Company's
quarterly closing procedures and its revenue recognition practices; and (iii)
that the Company had entered into an agreement with Marshall Capital Management,
Inc. ("Marshall Capital"), the sole holder of all 15,000 shares of the Company's
Series A Convertible Preferred Stock (the "Series A Preferred") related to a
waiver of the Company's failure to hold its 2000 annual meeting of stockholders
on or before October 1, 2000 as required under the Series A Preferred financing
agreements. Under the letter agreement, the Company has granted to Marshall
Capital an exchange right with respect to approximately 2,371 shares of Series A
Preferred pursuant to which Marshall Capital may exchange one share of Series A
Preferred for approximately 638 shares of the Company's common stock.
The foregoing description of the letter agreement and the press release is
qualified in its entirety by reference to the full text of the letter agreement
and the press release, which are attached hereto as exhibits and are
incorporated herein by this reference.
Item 7. Financial Statements and Exhibits
(a) Exhibits
Exhibit 4.1 Letter Agreement, dated as of October 31, 2000 between Pilot
Network Services, Inc. and Marshall Capital Management, Inc.
Exhibit 99.1 Press release issued by Pilot Network Services, Inc. on October
31, 2000.
<PAGE>
SIGNATURE
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 herewith duly authorized.
Date: November 2, 2000 PILOT NETWORK SERVICES, INC.
By: /s/ M. Marketta Silvera
-------------------------------
M. Marketta Silvera, President
and Chief Executive Officer
<PAGE>
EXHBIT INDEX
Exhibit 4.1 Letter Agreement, dated as of October 31, 2000 between Pilot
Network Services, Inc. and Marshall Capital Management, Inc.
Exhibit 99.1 Press release issued by Pilot Network Services, Inc. on October
31, 2000.
