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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) June 28, 2000
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PILOT NETWORK SERVICES, INC.
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(Exact name of registrant as specified in Charter)
Delaware 000-24507 94-3305774
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1080 Marina Village Parkway, Alameda, California 94501
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (510) 433-7800
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None
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On June 30, 2000, Pilot Network Services, Inc. (the "Company") issued a
press release announcing that on June 28, 2000 the Company had completed a
private placement of 15,000 shares of its Series A Convertible Preferred Stock
to Marshall Capital Management, Inc. ("Marshall Capital") for an aggregate
purchase price of $15.0 million. Marshall Capital also acquired a warrant to
purchase 256,621 shares of the Company's common stock in connection with the
transaction. The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by this reference.
The foregoing description of the private placement is qualified in its
entirety by reference to the definitive agreements related to the private
placement, which are attached hereto as exhibits and incorporated herein by this
reference.
Item 7. Financial Statements and Exhibits
(a) Exhibits
Exhibit 3.1 Certificate of Designations, Rights and Privileges of the Series A
Convertible Preferred Stock of Pilot Network Services, Inc., as
filed on June 28, 2000
Exhibit 4.1 Registration Rights Agreement, dated as of June 28, 2000 between
Pilot Network Services, Inc. and Marshall Capital Management, Inc.
Exhibit 4.2 Warrant, dated as of June 28, 2000, to purchase common stock of
Pilot Network Services, Inc. issued to Marshall Capital Management,
Inc.
Exhibit 10.1 Securities Purchase Agreement, dated as of June 28, 2000 between
Pilot Network Services, Inc. and Marshall Capital Management, Inc.
Exhibit 99.1 Press release issued by the Company on June 30, 2000 related to
the private placement.
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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: June 30, 2000 PILOT NETWORK SERVICES, INC.
By: /s/ M. Marketta Silvera
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M. Marketta Silvera, President
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit 3.1 Certificate of Designations, Rights and Privileges of the Series A
Convertible Preferred Stock of Pilot Network Services, Inc., as
filed on June 28, 2000
Exhibit 4.1 Registration Rights Agreement, dated as of June 28, 2000 between
Pilot Network Services, Inc. and Marshall Capital Management, Inc.
Exhibit 4.2 Warrant, dated as of June 28, 2000, to purchase common stock of
Pilot Network Services, Inc. issued to Marshall Capital Management,
Inc.
Exhibit 10.1 Securities Purchase Agreement, dated as of June 28, 2000 between
Pilot Network Services, Inc. and Marshall Capital Management, Inc.
Exhibit 99.1 Press release issued by the Company on June __, 2000 related to
the private placement.
