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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 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 28, 1999
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PILOT NETWORK SERVICES, INC.
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(Exact name of registrant as specified in its 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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Inapplicable
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(Former name or former address if changed since last report)
Exhibit Index located on page 4
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Item 2. (Acquisition or Disposition of Assets) and Item 5. (Other Events)
On January 5, 2000, Pilot Network Services, Inc. (the "Company")
issued a press release announcing that on December 28, 1999 the
Company and PRIMUS Telecommunications Group, Incorporated ("Primus")
had entered into a strategic business relationship. As part of such
relationship, Primus purchased from the Company 919,540 newly-issued
shares of the Company's common stock for $16.3125 per share, which was
the closing price of the Company's common stock on NASDAQ on December
27, 1999. Primus also received warrants to purchase 200,000 shares of
the Company's common stock at an exercise price of $25.00 per share.
In addition, K. Paul Singh, Chairman and Chief Executive Officer of
Primus, was elected to the Board of Directors of the Company.
Item 7. Financial Statement and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) See attached Exhibit Index.
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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.
PILOT NETWORK SERVICES, INC.
By: /s/ William C. Leetham
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William C. Leetham, Senior Vice President, Finance and
Administration, Chief Financial Officer, Treasurer and
Secretary
Dated: January 5, 2000
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EXHIBIT INDEX
Number Exhibit Page Number
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99.1 Press Release dated January 5, 2000 5
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EXHIBIT 99.1
Contacts:
Bob Osmond, Upstart Communications Emma Rosen, Pilot Network Services, Inc.
510-457-3111 or [email protected] 510-433-7851 or [email protected]
"Pilot Protected" E-Business to Penetrate Worldwide Markets as
Security Leader Pilot and Global Telco Services Provider PRIMUS Join Forces
PRIMUS and Pilot Form Strategic Relationship to Provide
Global Business-to-Business Internet Services with Advanced Security
Alameda, Calif., January 5, 2000 -- Pilot Network Services, Inc. (Nasdaq: PILT),
the only provider of secure, subscription-based e-business services, announced
today it has signed a strategic agreement with global carrier PRIMUS
Telecommunications Group, Incorporated (Nasdaq: PRTL) effective December 28,
1999. Under the terms of the agreement, Pilot will configure PRIMUS Operations
Centers around the world with the patent-pending Heuristic Defense
Infrastructure(TM) (HDI(TM)). The HDI combines a multi-layered, distributed
architecture, continually evolving defense processes and methodologies and the
expertise of security engineers to secure networks and Internet transmissions
from unauthorized access, criminal hackers and viruses, around the clock. With
the HDI in place at PRIMUS facilities, customers can choose to have their e-
business and other data services Pilot Protected(TM) for the most advanced
Internet security available today.
One of the most important trends over the next five years will be the increased
use of Internet technologies by small- to medium-sized businesses and large
multi-national corporations, according to K. Paul Singh, chairman and chief
executive officer of PRIMUS Telecommunications Group, Incorporated. "These
enterprises will be looking for the productivity advantages of intranets,
extranets, and e-commerce, and seeking a fast ramp-up to a secure and scalable
solution. Now PRIMUS and Pilot are strategically positioned to provide the
required connectivity, hosting, and e-commerce architecture - all integrated
with advanced security - to bring these business plans to life for companies
around the world," said Singh.
"For Pilot, this partnership with PRIMUS is the realization of a long-term
vision: to combine the next-generation business-to-business Internet security
that Pilot has invented and developed, with the wide-reaching infrastructure of
a global telecommunications leader. Pilot's patent-pending Heuristic Defense
Infrastructure(TM) will be integrated into PRIMUS hosting centers, enabling
PRIMUS effectively to penetrate the business-to-business marketplace. Of
course, customers gain the ultimate advantage, since they will be able to
subscribe to Pilot-Protected(TM) e-business services that circle the globe,"
said Marketta Silvera, Pilot Network Services, Inc. chairman and chief executive
officer.
As part of the strategic partnership agreement, PRIMUS made a $15 million common
stock equity investment in Pilot.
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Pilot Protected: Security Based on the Heuristic Defense Infrastructure
When companies are Pilot Protected, it means that their e-business data and
communications are secured from unauthorized access, tampering, and viruses -
365 x 24 - by the patent-pending Pilot Heuristic Defense Infrastructure (HDI).
The HDI is a powerful combination of a multi-layered, distributed architecture,
continually evolving defense processes and methodologies, and the expertise of
security engineers. This unique combination learns from the experience of
attack attempts to further harden defenses against known - and emerging -
criminal hacker techniques.
The principle underlying the Pilot HDI is that security is a process, not a
single event. Pilot security is always responding and evolving, getting
exponentially stronger with each test and each attack attempt. Each attack
attempt is databased, and if the same technique is tried again, it is recognized
and repelled. These automated defenses become stronger over time, since every
attempt becomes a valuable lesson learned.
Another vital element of Pilot protection is a team of security experts who
monitor the Heuristic Defense Infrastructure in real time. When an attack
technique is not immediately identified by automated monitoring, Pilot security
engineers put their knowledge to work, developing modifications and upgrades and
incorporating them into the permanent defenses of the Heuristic Defense
Infrastructure. These security enhancements are deployed immediately to radiate
throughout all subscriber networks and protect all Pilot subscribers.
About PRIMUS Telecommunications Group, Inc.
PRIMUS Telecommunications Group, Incorporated (Nasdaq: PRTL) is facilities-based
global communications company offering a bundled portfolio of international and
domestic voice, data, and Internet services. PRIMUS provides services through
an expanding global network of owned and leased transmission facilities,
including ownership interests in 23 undersea fiber optic cable systems, 19
international gateway and domestic switches, a satellite earth station and a
variety of operating relationships that allow the company to deliver traffic
worldwide. Founded in 1994 and based in McLean, VA, PRIMUS serves corporate,
small- and medium-sized business, residential and telecommunication carrier
customers located in North America, Europe and the Asia-Pacific region. For
additional information on PRIMUS, see www.primustel.com.
About Pilot Network Services, Inc.
Pilot Network Services, Inc. is the only provider of highly secure,
subscription-based e-business services. As the Security Utility(TM) pioneer,
Pilot enables secure e-business for companies of all sizes in every industry by
providing a wide range of services with built-in security to protect enterprise
networks. Pilot protected e-business services include secure hosting, Internet
access and gateways, and extranet/VPN services. Customers can choose options
including encryption, authentication, access control, virus scanning, and web
filtering. Pilot provides the highest level of protection available today by
connecting businesses to the Internet through Pilot Security Centers.
Protection from hackers, viruses, and other threats is built into the Pilot
network with an advanced, distributed security architecture called the Pilot
Heuristic Defense Infrastructure(TM) (HDI(TM)). The Pilot HDI combines the most
advanced technology with 24 x 7 monitoring by security engineers to continually
evolve and proactively defend Pilot clients' e-business
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interactions against attack. Pilot can be reached at 888-40-PILOT or online at
www.pilot.net and [email protected]/1/.
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/1/ Except for the historical information contained herein, the matters
discussed in this news release are forward-looking statements that involve
certain risks and uncertainties that could cause actual results to differ
materially, including potential fluctuations in results of operations, the new
market for Internet security monitoring, detection and defense services, impact
of competitive products and services, and risk factors listed in Pilot's
registration statement on Form S-1 dated August 10, 1998.
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