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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
August 8, 2000
Date of report (date of earliest event reported)
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eGAIN COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 0-30260 77-0466366
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
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455 W. Maude Avenue, Sunnyvale, California 94086
(Address of principal executive offices, including zip code)
(408) 212-3400
(Registrant's telephone number, including area code)
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Item 5. Other Events
On August 8, 2000, eGain Communications Corporation entered into a Securities
Purchase Agreement providing for the issuance and sale of (i) an aggregate of
35.11 shares of its 6.75% Series A Cumulative Convertible Preferred Stock (the
"Series A Preferred Stock"), and (ii) an aggregate of 849.89 shares of its of
6.75% Series B Cumulative Convertible Preferred Stock (the `Series B Preferred
Stock") in a private placement. The Company estimates that the net proceeds of
the offering, after expenses, will be approximately $82.8 million.
The Series A Preferred Stock is subject to the terms and conditions of the
Certificate of Designation of 6.75% Series A Cumulative Convertible Preferred
Stock attached hereto as Exhibit 3(i)(a). The Series B Preferred Stock is
subject to the terms and conditions of the Certificate of Designation of 6.75%
Series B Cumulative Convertible Preferred Stock attached hereto as Exhibit
3(i)(b) and is convertible into shares of Series A Preferred Stock or shares of
Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock")
depending upon whether the Company obtains stockholder approval, as further
described in the attached Certificate of Designation of 6.75% Series B
Cumulative Convertible Preferred Stock. Should shares of Series B Preferred
Stock convert into shares of Series C Preferred Stock, the Series C Preferred
Stock is subject to the terms and conditions of the Certificate of Designation
of Series C Cumulative Redeemable Preferred Stock attached hereto as Exhibit
3(i)(c).
In addition, investors will receive warrants to purchase approximately 3.8
million shares of common stock at an exercise price of $9.2517 per share (the
"Warrants"), which price is subject to adjustment as set forth in the Form of
Common Stock Warrants attached hereto as Exhibit 4.1. In addition, the Company
has agreed to prepare and file with the Securities and Exchange Commission a
registration statement covering the resale of the shares of Common Stock
issuable upon the conversion of the Series A Preferred Stock and the exercise of
the related Warrants and the shares of Series C Preferred Stock issuable upon
the conversion of the Series B Preferred Stock pursuant to the terms of a
Registration Rights Agreement attached hereto as Exhibit 10.2. The terms of the
private placement and the closing details are more fully set forth in the
Securities Purchase Agreement attached hereto as Exhibit 10.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits:
<TABLE>
<CAPTION>
Exhibit Number Description
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<C> <S>
3(i)(a) Certificate of Designation of 6.75% Series A Cumulative Convertible Preferred
Stock
3(i)(b) Certificate of Designation of 6.75% Series B Cumulative Convertible Preferred
Stock
3(i)(c) Certificate of Designation of Series C Cumulative Redeemable Preferred Stock
4.1 Form of Common Stock Purchase Warrant
10.1 Securities Purchase Agreement
</TABLE>
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10.2 Registration Rights Agreement
2
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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.
eGAIN COMMUNICATIONS CORPORATION
By: /s/ Harpreet Grewal
-----------------------------
Harpreet Grewal
Chief Financial Officer
Date: August 15, 2000
3
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit Number Description
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<C> <S>
3(i)(a) Certificate of Designation of 6.75% Series A Cumulative Convertible Preferred Stock
3(i)(b) Certificate of Designation of 6.75% Series B Cumulative Convertible Preferred Stock
3(i)(c) Certificate of Designation of Series C Cumulative Redeemable Preferred Stock
4.1 Form of Common Stock Purchase Warrant
10.1 Securities Purchase Agreement
10.2 Registration Rights Agreement
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